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As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASPECT COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
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California 94-2974062
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1310 Ridder Park Drive
San Jose, California 95131-2313
(408) 325-2200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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1990 Employee Stock Purchase Plan
Amended and Restated 1996 Employee Stock Option Plan
(Full title of the plan)
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Beatriz V. Infante
President and Chief Executive Officer
Aspect Communications Corporation
1310 Ridder Park Drive
San Jose, California 95131-2313
(408) 325-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Jon E. Gavenman
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
1990 Employee Stock
Purchase Plan 2,400,000 $15.9063 $38,175,120 $10,078.24
Common Stock, $.01
par value
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Amended and Restated
1996 Employee Stock
Option Plan Common
Stock, $.01 par 5,450,000 $15.9063 $86,689,335 $22,885.99
value
===========================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
upon the average of the high and the low prices of the Common Stock as
reported in the Nasdaq National Market on November 13, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
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(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
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(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on March 22, 1990, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
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Item 5. Interests of Named Experts and Counsel. Not applicable.
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Item 6. Indemnification of Directors and Officers.
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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 $30 million.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number
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<C> <S>
4.1 Articles of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (2)
4.3 1990 Employee Stock Purchase Plan
4.4 Amended and Restated 1996 Employee Stock Option Plan
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation (included in
Exhibit 5.1 hereto)
23.2 Independent Auditor's Consent
24.1 Power of Attorney (see page 6)
</TABLE>
(1) Incorporated by reference to Registrant's Registration Statement on Form S-
8 (333-38041) filed with the Commission on October 16, 1997.
(2) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
filed with the Commission on August 14, 2000.
Item 9. Undertakings.
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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 purposes of determining any liability under the Securities Act,
each such 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 the
offering.
The undersigned Registrant hereby undertakes 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.
Insofar as the 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
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of the Registrant in a successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the question has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Aspect Communications Corporation, a corporation organized and existing under
the laws of the State of California, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 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 November 17, 2000.
ASPECT COMMUNICATIONS CORPORATION
By: /s/ Beatriz V. Infante
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Beatriz V. Infante,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Beatriz V. Infante, his or her attorney-
in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or her substitute, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Beatriz V. Infante President, Chief Executive Officer, acting November 17, 2000
--------------------------------- Chief Financial Officer and Director ------------
(Beatriz V. Infante) (Principal Executive Officer and Principal
Financial and Accounting Officer)
/s/ James R. Carreker Chairman and Director November 13, 2000
--------------------------------- ------------
(James R. Carreker)
/s/ Debra J. Engel Director November 15, 2000
--------------------------------- ------------
(Debra J. Engel)
/s/ Norman A. Fogelsong Director November 14, 2000
--------------------------------- ------------
(Norman A. Fogelsong)
/s/ Christopher B. Paisley Director November 13, 2000
--------------------------------- ------------
(Christopher B. Paisley)
Director , 2000
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(John W. Peth)
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 Articles of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (2)
4.3 1990 Employee Stock Purchase Plan
4.4 Amended and Restated 1996 Employee Stock Option Plan
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation (included in
Exhibit 5.1 hereto)
23.2 Independent Auditor's Consent
24.1 Power of Attorney (see page 6)
(1) Incorporated by reference to Registrant's Registration Statement on
Form S-8 (333-38041) filed with the Commission on October 16, 1997.
(2) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
filed with the Commission on August 14, 2000.
