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As filed with the Securities and Exchange Commission on April 1, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASPECT TELECOMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2974062
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
__________
1730 FOX DRIVE
SAN JOSE, CALIFORNIA 95131-2312
(408) 325-2200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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1996 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
__________
JAMES R. CARREKER
Chairman and Chief Executive Officer
ASPECT TELECOMMUNICATIONS CORPORATION
1730 Fox Drive
San Jose, California 95131-2312
(408)325-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________
Copies to:
Jon E. Gavenman, Esq.
Edward Y. Kim, Esq.
VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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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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Common Stock, $.01
par value . . . 2,000,000 shares $21.0625 $42,125,000 $12,766
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(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) 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 March 25, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) 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.
(c) 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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Article IV of the
Registrant's Articles of Incorporation and Article VI of the Registrant's
Bylaws provides for indemnification of the Registrant's directors, officers,
employees and other agents to the extent and under the circumstances permitted
by the California Corporations Code. The Registrant has also entered into
agreements with its directors and officers that will require the Registrant,
among other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors to the fullest extent
not prohibited by law. In addition, the Registrant carries director and
officer liability insurance in the amount of $20 million.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
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Exhibit
Number
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4.1 1996 Employee Stock Option Plan and form of stock
option agreement thereunder.
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).
23.2 Independent Auditors' Consent (see p. 6).
24.1 Power of Attorney (see p. 5).
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Item 9. UNDERTAKINGS.
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 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 Telecommunications 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 April 1, 1997.
ASPECT TELECOMMUNICATIONS CORPORATION
By /s/ JAMES R. CARREKER
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James R. Carreker,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Carreker and Eric J. Keller,
jointly and severally, his or her attorneys-in-fact, each 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 each of said
attorneys-in-fact, or his or her substitute or substitutes, 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.
Signature Title Date
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/s/ JAMES R. CARREKER Chairman, Chief Executive Officer and April 1, 1997
---------------------------- Director (Principal Executive Officer)
(James R. Carreker)
/s/ ERIC J. KELLER Vice President, Finance and Chief April 1, 1997
---------------------------- Financial Officer (Principal Financial
(Eric J. Keller) and Accounting Officer)
/s/ DEBRA J. ENGEL Director April 1, 1997
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(Debra J. Engel)
/s/ NORMAN A. FOGELSONG Director April 1, 1997
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(Norman A. Fogelsong)
/s/ JAMES L. PATTERSON Director April 1, 1997
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(James L. Patterson)
/s/ JOHN W. PETH Director April 1, 1997
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(John W. Peth)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Aspect Telecommunications Corporation on Form S-8 of our reports dated January
14, 1997 and March 26, 1997, included and incorporated by reference in the
Annual Report on Form 10-K of Aspect Telecommunications Corporation for the
year ended December 31, 1996.
DELOITTE & TOUCHE L.L.P.
/s/ Deloitte & Touche LLP
San Jose, California
March 26, 1997
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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4.1 1996 Employee Stock Option Plan and form of stock option agreement thereunder.
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).
23.2 Independent Auditors' Consent (see page 6).
24.1 Power of Attorney (see page 5).