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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
Aspect Communications Corporation
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SEC 1913 (0202) | Persons who potentially are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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![(ASPECT LOGO)](https://capedge.com/proxy/DEF 14A/0000950134-05-006786/f06981def0698190.gif)
Sincerely, | |
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Gary E. Barnett | |
President and Chief Executive Officer |
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Meeting Time and Date | 4:00 p.m. P.D.T. on Thursday, May 19, 2005. | |
Place | The Annual Meeting will be held at the Company��s facilities located at 1320 Ridder Park Drive, San Jose, California 95131. | |
Items of Business | (1) The election of directors; | |
(2) The ratification of the appointment of independent auditors for the 2005 fiscal year. | ||
(3) We will also consider other business that properly comes before the Annual Meeting. | ||
Notice and Materials | This Notice of Annual Meeting of Shareholders, the proxy and solicitation materials are being provided to shareholders on or about April 11, 2005. | |
Adjournments and Postponements | Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. | |
Record Date | Only shareholders of record at the close of business on March 21, 2005, are entitled to notice of and to vote at the Annual Meeting. At the record date, 61,165,773 shares of the Company’s common stock, with a par value of $.01 per share, were issued and outstanding. Also, 50,000 shares of the Company’s Series B convertible preferred stock (“Series B preferred stock”), with a par value of $1000, were issued and outstanding. Such shares are currently convertible into 22,222,222 shares of the Company’s common stock and vote on an as-converted basis in connection with the matters proposed at the Annual Meeting. | |
Meeting Admission | You are entitled to attend the annual meeting only if you were an Aspect shareholder as of the close of business on March 21, 2005 or hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are not a record holder but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to March 21, 2005, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the meeting. | |
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 the Company, at its principal office at 1320 Ridder Park Drive, San Jose, California 95131 (Attention: Stephen Yu, Vice President, General Counsel and Secretary), a written notice of revocation or a duly executed proxy card bearing a later date, or by attending the Annual Meeting and voting in person. |
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Voting | Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instructions for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the reply envelope enclosed, or, in most cases, by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitledQuestions and Answersbeginning on page 3 of this proxy statement and the instructions on the proxy or voting instruction card. |
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Stephen Yu | |
Vice President, General Counsel | |
and Secretary | |
San Jose, California | |
April 4, 2005 |
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Q: | Why am I receiving these materials? | |
A: | The Board of Directors (the “Board”) of Aspect Communications Corporation (“Aspect”), a California corporation, is providing these proxy materials for you in connection with Aspect’s Annual Meeting of Shareholders, which will take place on May 19, 2005 at 4:00 p.m. P.D.T., or at any adjournment(s) thereof. The Annual Meeting will be held at the Company’s facilities located at 1320 Ridder Park Drive, San Jose, California 95131. The telephone number at that location is (408) 325-2200. As a shareholder, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this proxy statement. | |
Q: | What information is contained in these materials? | |
A: | The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of directors and the most highly paid executive officers, and certain other required information. Our 2004 Annual Report to shareholders, which includes our 2004 Form 10-K, is also enclosed. These proxy solicitation materials were mailed on or about April 11, 2005 to all shareholders entitled to vote at the Annual Meeting. | |
Shareholders may request or download a free copy of the 2004 Form 10-K from: |
Aspect Communications Corporation | |
Attn: Investor Relations | |
1320 Ridder Park Drive | |
San Jose, CA 95131-2313 | |
www.aspect.com |
Q: | What items of business will be voted on at the Annual Meeting? | |
A: | The items of business that will be voted on at the annual meeting are: |
• | The election of directors; | |
• | The ratification of the appointment of independent auditors for the 2005 fiscal year. |
We will also consider other business that properly comes before the Annual Meeting. | ||
Q: | How does the Board of Directors recommend that I vote? | |
A: | Our Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” the ratification of the appointment of independent auditors for the 2005 fiscal year. | |
Q: | What shares can I vote? | |
A: | You can vote all shares owned by you as of the close of business on March 21, 2005, the Record Date. These shares include (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through a broker, trustee, or other nominee such as a bank. | |
Q: | What is the difference between holding shares as a shareholder of record and as a beneficial owner? | |
A: | Most Aspect shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. | |
Shareholder of Record | ||
If your shares are registered directly in your name with Aspect’s transfer agent, EquiServe Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by Aspect. As the shareholder of record you have the right to grant your voting proxy directly to Aspect or to vote in person at the meeting. Aspect has enclosed or sent a proxy card for you to use. |
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Beneficial Owner | ||
If your shares are held in a brokerage account, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the Annual Meeting. | ||
Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares. | ||
Q: | How can I attend the Annual Meeting? | |
A: | You are entitled to attend the Annual Meeting only if you were an Aspect shareholder or joint holder as of the close of business on March 21, 2005 or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. In addition, if you are a shareholder of record, your name will be verified against the list of shareholders of record on the record date prior to your being admitted to the meeting. If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to March 21, 2005, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the meeting. | |
The Annual Meeting will begin promptly at 4:00 p.m. P.D.T. | ||
Q: | How can I vote my shares in person at the Annual Meeting? | |
A: | Shares held in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares.Even if you plan to attend the meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting. | |
Q: | How can I vote my shares without attending the Annual Meeting? | |
A: | Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a shareholder of record, you may vote by submitting a proxy card. If you hold shares beneficially in street name, you may vote by submitting vote instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions below and those included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, trustee or nominee. | |
By Internet —Record holders of shares of Aspect common stock with Internet access may submit proxies from any location in the world by following the “Internet Voting” instruction on their proxy cards. Most Aspect shareholders who hold shares beneficially in street name may vote by accessing the website specified on the voting instruction cards provided by their brokers, trustee or nominees. Please check the voting instruction card for Internet voting availability. | ||
By Telephone —Record holders of Aspect common stock who live in the United States or Canada may submit proxies by following “Telephone Voting” instructions on their proxy cards. Most Aspect shareholders who hold shares beneficially in street name and live in the United States or Canada may vote by phone by calling the number specified on the voting instruction cards provided by their brokers, trustee or nominees. Please check the voting instruction card for telephone voting availability. | ||
By Mail —Record holders of Aspect common stock may submit proxies by completing, signing and dating their proxy cards and mailing them in the reply envelope enclosed. Aspect shareholders who hold shares beneficially in street name may vote by mail by completing, signing and dating the voting instruction cards provided and mailing them in the reply envelope enclosed. |
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Q: | Can I change my vote? | |
A: | You may change your vote at any time prior to the vote at the Annual Meeting. For shares held directly in your name as the record holder, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to the Aspect Corporate Secretary prior to your shares being voted, or by attending the meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person. | |
Q: | Who can help answer my questions? | |
A: | If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact: |
Aspect Communications Corporation | |
Attn: Investor Relations | |
1320 Ridder Park Drive | |
San Jose, CA 95131 | |
(408) 325-2200 |
If you need additional copies of this proxy statement or voting materials, you may also contact Aspect Investor Relations. | ||
Q: | How are votes counted? | |
A: | In the election of directors, you may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. You may also elect to cumulate your votes as described below under “Is cumulative voting permitted for the election of directors?” | |
For the other item of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.” If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” ratification of the independent auditors, and in the discretion of the proxy holders on any other matters that properly come before the meeting). | ||
Q: | Is cumulative voting permitted for the election of directors? | |
A: | In the election of directors, you may elect to cumulate your votes. Cumulative voting will allow you to allocate among the director nominees, as you see fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares you hold. For example, if you own 100 shares of stock, and there are 4 directors to be elected at the Annual Meeting, you could allocate 400 “FOR” votes (4 times 100) among as few or as many of the 4 nominees to be voted on at the Annual Meeting as you choose. | |
If you choose to cumulate your votes, you will need to submit a proxy card or a ballot and make an explicit statement of your intent to cumulate your votes, either by so indicating in writing on the proxy card or by indicating in writing on your ballot when voting at the Annual Meeting. If you hold shares beneficially in street name and wish to cumulate votes, you should contact your broker or nominee. | ||
Gary E. Barnett and James C. Reagan, as proxy holders, reserve the right to cumulate and cast your votes in favor of the election of some or all of the applicable nominees in their sole discretion, except that none of your votes will be cast for any nominee as to whom you instruct that your votes be withheld. | ||
Cumulative voting applies only to the election of directors. For all other matters, each share of common stock outstanding (or issuable on conversion of outstanding shares of Series B convertible preferred stock) as of the close of business on the Record Date is entitled to one vote. |
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Q: | What is the voting requirement to approve each of the proposals? How are abstentions and broker non-votes treated? | |
A: | In the election of directors, the four persons receiving the highest number of “FOR” votes at the Annual Meeting will be elected. The other proposal requires the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. For purposes of determining the number of shares voting on a particular proposal, votes cast for or against a proposal and abstentions are counted as shares voting, whereas broker non-votes are not counted as shares voting. Accordingly, an abstention will have the same effect as a vote against the proposal, and broker non-votes can have the effect of preventing approval of certain proposals where the number of affirmative votes, though a majority of the votes cast, does not constitute a majority of the required quorum. | |
Q: | What is the quorum requirement for the Annual Meeting? | |
A: | The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of shares of Aspect common stock issued and outstanding on the record date must be present in person or represented by proxy. 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. | |
Q: | What should I do if I receive more than one set of voting materials? | |
A: | You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each Aspect proxy card and voting instruction card that you receive. | |
Q: | How do I obtain a separate set of voting materials? | |
A: | If you share an address with another shareholder and have received only one set of proxy materials (including our Annual Report to shareholder and proxy statement), or you wish to receive a separate set of proxy materials in the future, you may write or call us to request a separate copy of these materials at no cost to you. You may write to us at 1320 Ridder Park Drive, San Jose, CA 95131, Attn: Investor Relations, call us at (408) 325-2200 or go to the website www.aspect.com. | |
Q: | Where can I find the voting results of the Annual Meeting? | |
A: | We intend to announce preliminary voting results at the Annual Meeting and publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal 2005. | |
Q: | What happens if additional matters are presented at the Annual Meeting? | |
A: | Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holder will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board. | |
Q: | What shares are entitled to be voted? | |
A: | Each share of Aspect common stock issued and outstanding as of the close of business on March 21, 2005, the Record Date, is entitled to be voted on all items being voted upon at the Annual Meeting. On the Record Date, we had 61,165,773 shares of common stock issued and outstanding. Additionally, the holders of Series B preferred stock (“Series B preferred stock”) are entitled to vote (on an as-converted basis) on |
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all matters subject to a shareholder vote. The outstanding shares of Series B preferred stock are currently convertible into 22,222,222 shares of the Company’s common stock. | ||
Q: | What are the voting rights of the Series B Convertible Preferred Shareholders? | |
A: | The holders of Series B preferred stock are entitled to elect two (2) directors to serve on the Company’s Board of Directors. This right to elect two (2) directors may, under certain limited circumstances described in the Company’s Certificate of Determination of Rights Preferences and Privileges of Series B Convertible Preferred Stock (the “Certificate of Determination”), be reduced to the right to elect one (1) director, or eliminated altogether. The holders of Series B preferred stock are entitled to certain approval rights with respect to the number of members of the Company’s Board. The holders of a majority of the outstanding shares of Series B preferred stock have approved the change to have the Board consist of six (6) members. | |
The holders of Series B preferred stock are entitled to vote (on an as-converted basis) on all matters subject to a shareholder vote. Except as described below, or as required by law, the holders of Series B preferred stock and common stock vote together as a single class. | ||
The holders of Series B preferred stock have veto rights with respect to certain Company actions. In summary, and as more fully described in the Certificate of Determination, the Company (and its subsidiaries) cannot without the affirmative vote of the holders of a majority of the outstanding shares of Series B preferred stock: |
(i) alter or change the preferences, rights or powers of the Series B preferred stock, | |
(ii) create, authorize or issue any capital stock that ranks prior to or pari passu with the Series B preferred stock, | |
�� (iii) increase the authorized number of shares of Series B preferred stock, | |
(iv) create, authorize or issue any capital stock (other than shares of common stock issuable upon conversion of the Series B preferred stock or shares issuable upon exercise of any options currently outstanding or options issued pursuant to a Company stock option plan), | |
(v) effect a change of control, including any disposition of all or substantially all the assets of the Company, merger, consolidation or transaction resulting in a change or more than 50% of the voting power of the Company, | |
(vi) create or incur any indebtedness in excess of $10,000,000 in the aggregate, unless approved in the Company’s annual budget, | |
(vii) effect a voluntary liquidation, dissolution or winding up of the Company, | |
(viii) acquire any interest, enter into any joint venture or make any investment in another company or business involving an aggregate purchase price of $10,000,000 or more, | |
(ix) enter into or amend any agreement or arrangement with any of its officers, directors, stockholders holding at least 2% of the Company’s common stock, or with any immediate family or related entity of any such individual, except for employment arrangements and benefit programs approved by the Board, | |
(x) become subject to any agreement or instrument which by its terms would restrict the Company’s right to comply with the voting rights of the Series B preferred stock, | |
(xi) approve or implement an annual budget of the Company; or | |
(xii) allow the Company to change the compensation paid to, or terminate the employment of certain officers of the Company. |
Q: | Who will serve as Inspector of Elections? | |
A: | The Inspector of Elections will be an officer of Aspect with the assistance of Georgeson Shareholder Communications Inc. (“Georgeson”). |
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Q: | Is my vote confidential? | |
A: | Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Aspect or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy card, which are then forwarded to Aspect management. | |
Q: | Who will bear the cost of soliciting votes for the proxy? | |
A: | Aspect is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We also have hired Georgeson to assist us in the distribution of proxy materials to brokerage houses, banks, custodians and other institutional owners, and the solicitation of votes described above. We will pay Georgeson a fee of $8,500 plus customary costs and expenses for these services. Aspect has agreed to indemnify Georgeson against certain liabilities arising out of or in connection with its agreement. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to shareholders. | |
Q: | What is the deadline for receipt of shareholder proposals and nominations for the Company’s 2006 Annual Meeting of Shareholders? | |
A: | Proposals by shareholders of the Company that are intended to be presented by such shareholders at the Company’s 2006 Annual Meeting of Shareholders must be received by the Company no later than December 12, 2005, in order that they may be included in the proxy statement and form of proxy relating to that meeting. If the Company is not notified of a shareholder proposal by February 27, 2006, then the proxies held by management of the Company provide discretionary authority to vote against such shareholder proposal, even though such proposal is not discussed in the proxy statement. Shareholders wishing to submit proposals or nominations of persons to serve as directors should notify the Company at its principal office at 1320 Ridder Park Drive, San Jose, California 95131 (Attention: Stephen Yu, Vice President, General Counsel and Secretary) of their desire to do so. | |
Q: | How may I communicate with Aspect’s Board or the non-management directors on the Aspect Board? | |
A: | The Board recommends that shareholders initiate any communications with the Board in writing and send them in care of the Company’s Secretary, Stephen Yu. Shareholders can send communications by mail to Stephen Yu, Aspect Communications, 1320 Ridder Park Drive, San Jose, California 95131. This centralized process will assist the Board in reviewing and responding to shareholder communications in an appropriate manner. The name of any specific intended Board recipient should be noted in the communication. The Board has instructed the Secretary to forward such correspondence only to the intended recipients; however, the Board has also instructed the Corporate Secretary, prior to forwarding any correspondence, to review such correspondence and, in his discretion, not to forward certain items if they are deemed of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In such cases, some of that correspondence may be forwarded elsewhere in the Company for review and possible response. |
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Name of Nominee | Age | Principal Occupation | Director Since | |||||
Barry M. Ariko | 58 | Chief Executive Officer and President, Mirapoint, Inc. | 2002 | |||||
Gary E. Barnett | 51 | President and Chief Executive Officer | 2004 | |||||
Thomas Weatherford | 58 | Consultant; former Executive Vice President and Chief Financial Officer, Business Objects S.A. | 2004 | |||||
David B. Wright | 55 | Executive Vice President, EMC Corporation and President, LEGATO Software Division | 2001 |
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Name of Nominee | Age | Principal Occupation | Director Since | |||||||
A. Barry Rand | 60 | Interim Chairman of the Board of Directors of Aspect; Chairman and Chief Executive Officer, Equitant Limited | 2003 | |||||||
Robert F. Smith | 42 | Managing Principal, Vista Equity Partners, LLC | 2003 |
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1. They are reimbursed for out-of-pocket travel expenses associated with their attendance at Board meetings. | |
2. Each director receives an annual retainer fee, payable quarterly. During 2004, the amount of the annual retainer fee was $30,000. In addition, each director receives an annual retainer fee for Board committee service, payable quarterly. During 2004, the amount of the annual retainer fee for Board committee service was as follows: the Chair of the Audit Committee receives an annual retainer of $15,000; each other member of the Audit Committee receives an annual retainer fee of $10,000 for service on the Audit Committee; the Chairs of the Compensation and Nomination Committees each receive an annual retainer of $7,500; and the other members of the Compensation and Nomination Committees each receive an annual retainer of $5,000 for each committee on which they serve. Directors are given the choice of receiving their annual retainer fee either in cash or in shares of our common stock under the Directors’ Annual Retainer Compensation Plan (the Retainer Plan). Each director who elects to receive the retainer in stock also receives a cash payment in an amount equal to 20% of the value of stock received in payment of his retainer fee. This compensation structure was designed to induce the Company’s directors to accept payment in stock by helping to offset the tax liability associated with the stock grant. | |
3. Under our 1998 Directors’ Stock Option Plan (the Directors’ Option Plan), nonemployee directors are eligible to receive automatic grants of options to purchase our common stock. During 2004, newly appointed nonemployee directors received options to purchase 30,000 shares of common stock upon joining the Board of Directors. In addition, directors who had served on our Board for at least six months as of August 31st received an automatic grant of an option to purchase 20,000 shares of our common stock on that date. All options under the Directors’ Option Plan have an exercise price equal to the fair market value of our common stock on the date of grant, vest as to 25% of the shares subject to the option on each of the first four anniversaries of the grant date, and provide for full acceleration of vesting on certain change of control and other corporate transactions involving Aspect. |
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• | each person who is known by us to beneficially own 5% or more of our common stock, | |
• | each of our directors and nominees for director, | |
• | each of our Named Executive Officers (as defined below), and | |
• | all of our directors and executive officers as a group. |
Shares Beneficially | |||||||||
5% Shareholders, Directors, Nominees for | Owned | ||||||||
Director, Named Executive Officers, and | |||||||||
Directors and Executive Officers as a Group | Number | Percent | |||||||
Vista Equity Fund II, L.P.(1) | 22,222,222 | 26.7 | % | ||||||
150 California Street, 19th Floor | |||||||||
San Francisco, CA 94111 | |||||||||
Columbia Wanger Asset Management, L.P.(2) | 7,438,300 | 12.2 | % | ||||||
227 West Monroe Street, Suite 3000 | |||||||||
Chicago, IL 60606 | |||||||||
Barclays Global Investors, NA.(3) | 6,093,760 | 10.0 | % | ||||||
45 Fremont Street | |||||||||
San Francisco, CA 94105 | |||||||||
Putnam Investments(4) | 4,052,852 | 6.7 | % | ||||||
One Post Office Square | |||||||||
Boston, MA 02109 | |||||||||
Perry Corp(5) | 3,632,400 | 6.0 | % | ||||||
599 Lexington Avenue | |||||||||
New York, NY 10022 | |||||||||
Barry M. Ariko(6) | 22,500 | * | |||||||
Gary E. Barnett(7) | 598,633 | 1.0 | % | ||||||
Norman A. Fogelsong(8) | 1,404,678 | 2.3 | % | ||||||
A. Barry Rand(9) | 31,010 | * | |||||||
Robert F. Smith(10) | 22,243,637 | 26.7 | % | ||||||
Thomas Weatherford(11) | 6,000 | * | |||||||
David B. Wright(12) | 49,524 | * | |||||||
James C. Reagan | — | — | |||||||
Gary A. Wetsel(13) | 175,903 | * | |||||||
James J. Flatley | — | — | |||||||
All directors and executive officers as a group (8 persons)(14) | 24,355,982 | 29.3 | % |
* | Less than 1% of our outstanding common stock. |
(1) | Represents common stock currently issuable upon conversion of the 50,000 shares of Series B convertible preferred stock held by Vista, which shares of common stock are deemed to be beneficially owned by Vista. The 50,000 shares of Series B preferred stock held by Vista represent 100% of the authorized, issued and outstanding shares of Series B preferred stock. See “What are the Voting Rights of the Series B Convertible Preferred Shareholders” in the Q&A section above. |
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(2) | Columbia Wanger Asset Management, L.P., WAM Acquisition GP, Inc. and Columbia Acorn Trust together have voting and dispositive power over 7,438,300 shares owned. This information is based solely on information as of December 31, 2004, set forth in a Schedule 13G/ A dated February 10, 2005, as filed by Columbia Wanger Asset Management, L.P. with the Securities and Exchange Commission. | |
(3) | Barclays Global Investors, NA and various related entities have indicated that they have sole voting and dispositive power over 6,093,760 shares owned in the aggregate. This information is based solely on information as of December 31, 2004, set forth in a Schedule 13G/ A dated January 10, 2005, as filed by Barclays Global Investors, NA with the Securities and Exchange Commission. | |
(4) | Includes shares beneficially owned by two investment advisers wholly owned by Putnam, LLC, d/b/a Putnam Investments (“PI”) as follows: (i) Putnam Investment Management, LLC (“PIM”), the investment adviser to the Putnam family of mutual funds — 3,454,313 shares; and (ii) the Putnam Advisory Company, LLC (“PAC”), the investment advisor to Putnam’s international clients — 598,539 shares. PIM and PAC each have dispositive power over the shares that they beneficially own as investment managers. PI is a wholly owned subsidiary of Marsh and McLennan Companies, Inc. (“M&MC”). M&MC and PI disclaim that they are, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owners of these shares. This information is based solely on information as of December 31, 2004, set forth in a Schedule 13G dated February 10, 2005, as filed by Putnam Investments with the Securities and Exchange Commission. | |
(5) | Perry Corp. has sole voting and dispositive power over 3,632,400 shares. This information is based solely on information as of December 31, 2004, set forth in a Schedule 13G dated February 8, 2005, as filed by Perry Corp. with the Securities and Exchange Commission. | |
(6) | Represents 22,500 shares issuable pursuant to options that are exercisable by Mr. Ariko within 60 days of February 28, 2005. | |
(7) | Includes 483,133 shares issuable pursuant to options that are exercisable by Mr. Barnett within 60 days of February 28, 2005. | |
(8) | Includes 1,127,678 shares held by the Fogelsong Family Trust. Also includes 250,000 shares held of record by Institutional Venture Partners, VII, L.P., for which Mr. Fogelsong works as a venture capitalist, as to which Mr. Fogelsong disclaims beneficial ownership except to the extent of his pecuniary interest therein. Also includes 27,000 shares issuable pursuant to options that are exercisable by Mr. Fogelsong within 60 days of February 28, 2005. Mr. Fogelsong will not be standing for re-election to the Board. | |
(9) | Includes 13,500 shares issuable pursuant to options that are exercisable by Mr. Rand within 60 days of February 28, 2005. |
(10) | Includes 13,500 shares issuable pursuant to options that are exercisable by Mr. Smith within 60 days of February 28, 2005. Also includes 22,222,222 shares of common stock held by Vista. Mr. Smith is the managing member of VEFIIGP, an entity which acts as the general partner for Vista and which entity may be deemed the beneficial owner of such shares of common stock. Mr. Smith disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. |
(11) | Represents 6,000 shares issuable pursuant to options that are exercisable by Mr. Weatherford within 60 days of February 28, 2005. |
(12) | Includes 33,000 shares issuable pursuant to options that are exercisable by Mr. Wright within 60 days of February 28, 2005. |
(13) | Includes 160,903 shares issuable pursuant to options that are exercisable by Mr. Wetsel within 60 days of February 28, 2005. Mr. Wetsel transitioned from his role as Executive Vice President, Finance, Chief Financial Officer and Chief Administrative Officer of the Company in December 2004. See “Certain Relationships and Management Agreements.” |
(14) | Includes 598,633 shares issuable pursuant to options that are exercisable by all directors and executive officers within 60 days of February 28, 2005. Also includes shares beneficially owned by Vista (see footnotes (1) and (10) above) as a group and assumes Vista’s shares of Series B preferred stock were converted to common stock as of February 28, 2005. |
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James J. Flatley |
James C. Reagan |
Gary A. Wetsel |
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Vista |
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Long-Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Options | Compensation | ||||||||||||||||
Gary E. Barnett(1) | 2004 | $ | 430,361 | $ | 206,060 | 225,000 | — | ||||||||||||||
President and Chief Executive | 2003 | $ | 341,188 | $ | 212,000 | 100,000 | — | ||||||||||||||
Officer | 2002 | $ | 355,538 | $ | 1,000 | 95,000 | — | ||||||||||||||
James C. Reagan(2) | 2004 | $ | 18,174 | $ | 6,748 | 300,000 | — | ||||||||||||||
Executive Vice President and | 2003 | — | — | — | — | ||||||||||||||||
Chief Financial Officer | 2002 | — | — | — | — | ||||||||||||||||
Gary A. Wetsel(3) | 2004 | $ | 343,784 | $ | 99,144 | 80,000 | $ | 1,315 | |||||||||||||
Former Executive Vice President, | 2003 | $ | 341,288 | $ | 162,000 | 100,000 | $ | 2,535 | |||||||||||||
Finance, Chief Financial Officer, and | 2002 | $ | 255,064 | $ | 135,000 | 350,000 | — | ||||||||||||||
Chief Administrative Officer | |||||||||||||||||||||
James J. Flatley(4) | 2004 | $ | 163,484 | $ | 78,000 | 200,000 | $ | 1,000 | |||||||||||||
Former President, Worldwide Sales and | 2003 | $ | 242,023 | $ | 130,000 | 350,000 | — | ||||||||||||||
Services | 2002 | — | — | — | — |
(1) | Mr. Barnett joined the Company in October 1996. Mr. Barnett was appointed Interim President and Chief Executive Officer effective August 2003 and was elected President and Chief Executive Officer effective January 2004. |
(2) | Mr. Reagan joined the Company and became an executive officer in December 2004. His annual salary is $315,000. |
(3) | Mr. Wetsel joined the Company and became an executive officer in April 2002. Mr. Wetsel resigned as an employee of the company on March 31, 2005. The All Other Compensation amount disclosed for Mr. Wetsel in 2004 and 2003 consists of executive expense reimbursement for personal tax preparation. See “Certain Relationships and Management Agreements.” |
(4) | Mr. Flatley joined the Company and became an executive officer in April 2003. Mr. Flatley resigned as an employee of the Company in May 2004. The All Other Compensation amount disclosed for Mr. Flatley in 2004 consists of executive expense reimbursement for personal tax preparation. See “Certain Relationships and Management Agreements.” |
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Individual Grants | ||||||||||||||||||||||||
Potential Realizable Value | ||||||||||||||||||||||||
Number of | % of Total | at Assumed Annual Rates | ||||||||||||||||||||||
Securities | Options | Exercise | of Stock Appreciation for | |||||||||||||||||||||
Underlying | Granted to | Or Base | Option Term(4) | |||||||||||||||||||||
Options | Employees in | Price Per | Expiration | |||||||||||||||||||||
Name | Granted(1) | Fiscal Year(2) | Share | Date(3) | 5% | 10% | ||||||||||||||||||
Gary E. Barnett | 150,000 | 3.9 | % | $ | 19.00 | 01/28/2014 | $ | 1,792,350 | $ | 4,542,166 | ||||||||||||||
75,000 | 1.9 | % | $ | 16.30 | 04/01/2014 | $ | 768,824 | $ | 1,948,350 | |||||||||||||||
James C. Reagan | 300,000 | 7.7 | % | $ | 10.97 | 12/06/2014 | $ | 2,069,692 | $ | 5,245,006 | ||||||||||||||
Gary A. Wetsel | 80,000 | 2.1 | % | $ | 19.00 | 01/28/2014 | $ | 955,920 | $ | 2,422,489 | ||||||||||||||
James J. Flatley | 200,000 | 5.1 | % | $ | 14.30 | 04/23/2014 | $ | 1,798,639 | $ | 4,558,103 |
(1) | Options become exercisable at the rate of 25% on the first anniversary of the grant date, and 2.0833% each month thereafter, so that if the officer remains with the Company through the vesting period, he will be fully vested in the award on the fourth anniversary. |
(2) | The Company granted options representing 3,893,085 shares to employees and nonemployee directors in 2004. |
(3) | Pursuant to the terms of the severance agreement of Mr. Wetsel the expiration dates of his option agreement was shortened to May 30, 2006. |
(4) | The 5% and the 10% assumed rates of appreciation are mandated by the rules of the Securities and Exchange Commission and do not represent the Company’s estimate or projection of the future common stock price. |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised In-the- | |||||||||||||||||||||||
Options at | Money Options at | |||||||||||||||||||||||
Shares | December 31, 2004 | December 31, 2004(2) | ||||||||||||||||||||||
Acquired | Value | |||||||||||||||||||||||
Name | on Exercise | Realized(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Gary E. Barnett | — | — | 422,875 | 319,376 | $ | 1,419,680 | $ | 660,747 | ||||||||||||||||
James C. Reagan | — | — | — | 300,000 | — | $ | 51,000 | |||||||||||||||||
Gary A. Wetsel | 150,000 | $ | 988,343 | 136,249 | 243,751 | $ | 1,029,346 | $ | 1,242,854 | |||||||||||||||
James J. Flatley | 87,500 | $ | 935,675 | — | — | — | — |
(1) | The amount shown represents the difference between the fair market value of the shares on the date of exercise and the exercise price of the option. |
(2) | The closing sale price of the Company’s common stock as reported on the Nasdaq National Market on December 31, 2004, was $11.14 per share. |
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Number of Securities | |||||||||||||
Remaining Available for | |||||||||||||
Number of Securities | Weighted-Average | Future Issuance Under | |||||||||||
to be Issued Upon | Exercise Price of | Equity Compensation | |||||||||||
Exercise of Outstanding | Outstanding | Plans (Excluding | |||||||||||
Options, Warrants | Options, Warrants | Securities Reflected | |||||||||||
Plan Category | and Rights (a) | and Rights (b) | in Column (a)) (c) | ||||||||||
Equity compensation plans approved by security holders(1) | 3,395,940 | $ | 12.50 | 5,670,394 | (2) | ||||||||
Equity compensation plans not approved by security holders(3) | 6,511,110 | $ | 7.51 | 416,359 | |||||||||
Total | 9,907,050 | 6,086,753 |
(1) | Includes the following equity compensation plans: |
• | The 1999 Equity Incentive Plan | |
• | The 1990 Employee Stock Purchase Plan (a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended) | |
• | The 1989 Directors’ Plan (this plan expired by its terms in 1999; there will be no further grants or awards under this plan) | |
• | The 1998 Directors’ Stock Option Plan | |
• | The 1989 Employee Stock Option Plan (this plan expired by its terms in 1999; there will be no further grants or awards under this plan) | |
• | The Annual Retainer Compensation Plan |
The number of securities reflected in Column (a) and the weighted-average exercise price in Column (b) do not include shares subject to outstanding rights to purchase shares under our 1990 Employee Stock Purchase Plan. |
(2) | Includes 2,093,475 and 126,318 shares of common stock reserved and available for issuance as of December 31, 2004 under the 1990 Employee Stock Purchase Plan and the Annual Retainer Compensation Plan, respectively. On January 2, 2005, the Company issued 5,489 shares of common stock to directors pursuant to the Annual Retainer Compensation Plan. |
(3) | Includes the following equity compensation plans: |
• | The 1996 Employee Stock Option Plan | |
• | The 1997 Commerce Soft, Inc. Stock Plan | |
• | The 1997 PakNetX Corporation Stock Plan | |
• | The 1992 VoiceTek Corporation Equity Incentive Plan | |
• | The 1996 VoiceTek Corporation Stock Option Plan |
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1996 Employee Stock Option Plan |
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• | Pay for Performance. The primary objective of the Company’s compensation policies is to reward executives who contribute superior performance to the Company and its business. An executive’s failure to achieve superior performance, on the other hand, may result in lowered overall compensation, including little or no variable or incentive compensation. | |
• | Alignment with Shareholder Interests. Executive compensation is designed to align management’s interests with shareholders’ interests by encouraging stock ownership among the management team and by linking compensation with the Company’s financial performance. The Committee continues to view equity compensation as an important part of its overall executive compensation program. | |
• | Compensation Commensurate with Skill Level. Compensation levels are determined after taking into account the level of skill, knowledge, effort and responsibility necessary to fulfill the requirements of a particular position, as well as the individual executive’s actual achievement levels in fulfilling such requirements. | |
• | Competitive Compensation. The Company regularly compares its compensation programs to those of other companies of comparable size within similar industries to place target pay substantially at market. As in prior years, during 2004 the Committee’s practice was to generally target the Company’s executive compensation at approximately the 50th percentile of compensation for the peer companies identified. |
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• | Base Salary. The Company established the base salaries of its executive officers based on competitive market practices derived from comparisons with companies of similar size and/or in similar industries. The approach is to target base salary levels around the 50th percentile of such data. Actual pay decisions are based on performance, responsibility, future potential and experience of the individual executive. The Compensation Committee exercised its judgment based on all the factors described. No specific formula was applied to determine the value of each criterion, and, once established, base salary generally does not vary with the Company’s performance. | |
• | Cash-Based Incentives. With respect to fiscal year 2004, Company executive officers participated in a cash incentive program under which payment was contingent upon the achievement of specific Company-wide goals based on operating results and revenue performance. Specifically, the objectives for 2004 were based on net income (which was weighted at 60% under the bonus plan) and revenue (weighted at 40%). The Company made substantial achievement toward these goals. Specifically, while the Company exceeded its annual net income goals, it fell slightly short of its annual revenue goals. As a result, partial payment of the target bonus was paid to Mr. Barnett and to other Company officers. | |
• | Equity-Based Incentives. Each year, the Compensation Committee considers the grant of stock options to executives. The Compensation Committee believes that stock options provide added incentive for executives to influence the strategic direction of the Company and to create and grow value for customers, shareholders and employees. Options are granted at exercise prices equal to the stock’s fair market value at the time of grant and, typically, have four-year vesting periods to encourage retention. The number of stock options that are granted to individual executives is based on demonstrated sustained performance and independent survey data reflecting competitive stock option practices. The option grants to our executive officers during 2004 are reflected in the “Option Grants” table on page 20. The Compensation Committee, together with Aspect’s Human Resources and Finance departments, continues to evaluate the Company’s equity award programs for efficacy, as well as in light of anticipated accounting standards changes affecting equity compensation awards. As a part of this ongoing process, the Company continues to evaluate whether to expand the types of equity awards granted to officers and employees. During 2004, the Compensation Committee approved the grant of a restricted stock award to Mr. Barnett, Aspect’s Chief Executive Officer (see discussion below). | |
• | Other Employment Terms. The Company provided Aspect executive officers and certain other officers with certain benefits in the event their employment were to be terminated in connection with or following a change of control of the Company. The details of these arrangements are described in “Certain Relationships and Management Agreements,” on page 17. | |
• | Change in Management. In late 2004, Mr. Wetsel, retired as the Company’s Chief Financial Officer, and the Company hired Mr. Reagan as its new Chief Financial Officer. Mr. Wetsel’s arrangements and Mr. Reagan’s compensation are discussed, respectively, in “Certain Relationships and Management Agreements” on page 17. |
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The Compensation Committee of the Board of | |
Directors of Aspect Communications | |
Corporation | |
Barry Ariko (Chair) | |
Norman A. Fogelsong | |
Robert F. Smith |
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The Audit Committee of the Board of | |
Directors of Aspect Communications | |
Corporation | |
A. Barry Rand | |
Thomas Weatherford(Chair) | |
David B. Wright |
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Audit- | ||||||||||||||||||||
Related | All Other | |||||||||||||||||||
Total | Audit Fees | Fees | Tax Fees | Fees | ||||||||||||||||
2004 | ||||||||||||||||||||
KPMG | $ | 1,424,745 | $ | 1,398,218 | $ | 0 | $ | 26,527 | (a) | $ | 0 | |||||||||
2003 | ||||||||||||||||||||
KPMG | $ | 531,564 | $ | 514,287 | $ | 0 | $ | 17,277 | (a) | $ | 0 |
(a) | includes fees for international tax return preparation and tax examination support. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950134-05-006786/f06981def0698102.gif)
December 31, | |||||||||||||||||||||||||||||||
1999(a) | 2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||||||||||
Aspect Communications Corporation | 100.00 | 20.57 | 9.92 | 7.26 | 40.25 | 28.47 | |||||||||||||||||||||||||
S&P 500 Information Technology Index | 100.00 | 59.10 | 43.81 | 27.42 | 40.37 | 41.40 | |||||||||||||||||||||||||
Nasdaq Stock Market U.S. Index | 100.00 | 60.31 | 47.84 | 33.07 | 49.45 | 53.81 | |||||||||||||||||||||||||
(a) | Assumes that the value of the investment in Aspect Communications Corporation common stock and each index was $100 on December 31, 1999, and that all dividends were reinvested. |
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The Board of Directors of Aspect | |
Communications Corporation | |
April 4, 2005 |
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1. | Review annually the audit engagement fees and terms, and the plan for and the scope of the audit and related services. | |
2. | Confirm annually that the proposed audit engagement team for the independent accountants complies with the applicable auditor rotation rules. | |
3. | Pre-approve all non-audit services provided by the independent accountants; this authority may be delegated to one or more members of the Committee, who will report regularly to the full Committee on non-audit services approved. | |
4. | At the completion of the annual audit, review with management and the independent accountants: |
a. | the Company’s annual financial statements and related footnotes; |
b. | the independent accountant’s audit of the financial statements; |
c. | any significant changes required in the independent accountant’s audit plan; |
d. | any serious difficulties or disputes with management encountered during the course of the audit; |
e. | other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards. |
5. | Review the report from the independent accountants required by Section 10A of the Exchange Act. | |
6. | Review a written statement from the independent accountants delineating all relationships between the accountants and the Company, consistent with Independence Standards Board Standard 1. | |
7. | Review with the independent accountants any disclosed relationship or service that might impact the objectivity and independence of the accountant. |
8. | Review with management and the independent accountants at least annually the Company’s application of critical accounting policies and its consistency from period to period, and the compatibility of these accounting policies with generally accepted accounting principles, and (where appropriate) the Company’s provisions for future occurrences which may have a material impact on the financial statements of the Company. | |
9. | Consider and approve, if appropriate, significant changes to the Company’s accounting principles and financial disclosure practices as suggested by management and the independent accountants. |
10. | Review with management and the independent accountants, at appropriate intervals, the extent to which any changes or improvements in accounting or financial practices, as approved by the Committee, have been implemented. |
11. | Review and discuss with management all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses. |
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12. | Oversee the adequacy of the Company’s system of internal accounting controls, obtain from the independent accountants management letters or summaries on such internal accounting controls, and review any related significant findings and recommendations of the independent accountants together with management’s responses thereto. |
13. | Review the evaluation of internal controls prepared by management, and the independent accountant’s attestation, to the extent required by applicable law. |
14. | Review the periodic reports of the Company with management and the independent accountants prior to filing of the reports with the SEC, and recommend whether the audited financial statements are to be included in the Company’s Annual Report on Form 10-K. |
15. | Periodically discuss with the independent accountants, without management being present, (i) the accountant’s judgments about the quality, appropriateness, and acceptability of the Company’s accounting principles and financial disclosure practices, as applied in its financial reporting, and (ii) the completeness and accuracy of the Company’s financial statements. |
16. | Review and discuss with management the Company’s earnings press releases (including the use of “pro forma” or “adjusted” non-GAAP information) as well as financial information and earnings guidance provided to analysts. |
17. | Oversee the Company’s compliance with the Foreign Corrupt Practices Act. |
18. | Oversee the Company’s finance function, which may include the adoption from time to time of a policy with regard to the investment of the Company’s assets. |
19. | Review and approve all transactions between the Company and its Board members, officers or their representatives, other than ordinary-course compensation transactions. |
20. | Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. |
21. | Establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
22. | Establish written procedures for the confidential receipt, retention and consideration of Attorney Reports. |
23. | Inform the Company’s General Counsel or person acting in such capacity (the “Chief Legal Officer”) of any report of evidence of a material violation contained in such Attorney Reports, unless the Committee decides that reporting the evidence to one or both such persons would be, under the circumstances, futile. |
24. | Decide if an investigation is necessary to determine whether the material violation specified in the Attorney Report has occurred, is occurring, or is about to occur. |
25. | If such an investigation is undertaken, the Committee will: |
a. | notify the full Board; |
b. | initiate the investigation, which may be undertaken either by the Chief Legal Officer or person acting in such capacity, or by outside counsel; and |
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c. | retain such additional expert personnel as the Committee deems necessary to complete the investigation. |
26. | At the conclusion of any such investigation, the Committee will: |
a. | direct the company to adopt appropriate remedial measures, including appropriate disclosures or the imposition of appropriate sanctions; and |
b. | inform the Chief Legal Officer, the Chief Executive Officer and the Board of the results of the investigation and the appropriate remedial measures to be adopted. |
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1. | Identifying to the Board those governing rules and regulations that impact the composition of the Board, including but not limited to the Nasdaq Rule 4350 requirement that the Company maintain a minimum of two “independent directors” as the term is used by that Rule; | |
2. | Reviewing and making recommendations to the Board regarding general qualification guidelines applicable to nominees for membership to the Board and specific requirements imposed by applicable rules and regulations as determined by the Nomination Committee pursuant to Item 1 of this section; | |
3. | Identifying to the Board suitable candidates for membership to the Board; | |
4. | Interviewing suitable candidates for membership to the Board; | |
5. | Reporting to the Board the results of the Nomination Committee’s activities; and | |
6. | Recommending to the Board suitable nominees for membership to the Board. |
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(ASPECT LOGO)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ASPECT COMMUNICATIONS CORPORATION
2005 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Aspect Communications Corporation, a California corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement, each dated April 1, 2005, and hereby appoints Gary E. Barnett and James C. Reagan, or either of them, proxies and attorney-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2005 Annual Meeting of Shareholders of Aspect Communications Corporation to be held on May 19, 2005, at 4:00 p.m. at the Company’s facilities located at 1320 Ridder Park Drive, San Jose, California, and at any adjournment(s) 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 ELECTION OF ALL LISTED DIRECTORS, FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS, AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON | SEE REVERSE SIDE REVERSE SIDE |
INSTRUCTIONS FOR VOTING YOUR PROXY
THERE ARE THREE WAYS TO VOTE YOUR PROXY
TELEPHONE VOTING
This method of voting is available for residents of the U.S. and Canada. On a touch tone telephone, call TOLL FREE 1-800-732-6167, 24 hours a day, 7 days a week. Have your proxy card ready, then follow the prerecorded instructions. Your vote will be confirmed and cast as you directed. Available 24 hours a day, 7 days a week until 5:00 p.m. Eastern time on May 18, 2005.
INTERNET VOTING
Visit the Internet voting website at http://proxy.georgeson.com. Have your proxy card ready, then follow the instructions on your screen. You will incur only your usual Internet charges. Available 24 hours a day, 7 days a week until 5:00 p.m. Eastern time on May 18, 2005.
VOTING BY MAIL
Simply mark, sign and date your proxy card and return it in the reply envelope enclosed.
COMPANY NUMBER | CONTROL NUMBER |
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If you are voting by telephone or the Internet, please do not mail your proxy card
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
þ | Please mark votes as in this example. |
1. | Election of Directors. |
Nominees: (01) Barry M. Ariko; (02) Gary E. Barnett; (03) Thomas Weatherford; (04) David B. Wright. |
FOR ALL NOMINEESo
WITHHELD FROM ALL NOMINEESo
o __________________________________
2. | Ratification of the appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending December 31, 2005. |
FOR | AGAINST | ABSTAIN | ||||
o | o | o |
and, in their discretion, upon such other matter or matters which may properly come before the meeting and any adjournment(s) thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFTo
MARK HERE IF YOU PLAN TO ATTEND THE MEETINGo
(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: |