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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
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 TELECOMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2974062
(STATE OF OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)
1730 FOX DRIVE
SAN JOSE, CALIFORNIA 95131-2312
(408) 325-2200
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
COMMERCE SOFT INC. 1997 STOCK PLAN
(AS AMENDED, EFFECTIVE AUGUST 14, 1997)
(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 AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JON E. GAVENMAN
BROOKE CAMPBELL
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AMOUNT MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Commerce Soft Inc. 1997 Stock
Plan (as amended, effective
August 14, 1997)............ 20,984 shares $23.0625 $483,944 $146.65
Common Stock, $.01 par
value.......................
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(1) Pursuant to the Agreement and Plan of Reorganization dated as of September
2, 1997, by and among Aspect Telecommunications Corporation, Caribou
Acquisition Corporation, Caribou Acquisition Corp., Commerce Soft Inc. and
certain shareholders of Commerce Soft Inc., the Registrant assumed all of
the outstanding options to purchase Common Stock of Commerce Soft Inc. under
the Commerce Soft Inc. 1997 Stock Plan (as amended, effective August 14,
1997), and such options became exercisable to purchase shares of
Registrant's Common Stock, with appropriate adjustments to the number of
shares and exercise price of each assumed option.
(2) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation based upon the
average of the high and the low sale prices of the Common Stock as reported
in the Nasdaq National Market System on October 13, 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) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997, filed pursuant to Section 13(a) of the
Exchange Act;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, filed pursuant to Section 13(a) of the
Exchange Act;
(d) The Company's Current Reports on Form 8-K filed January 16, 1997,
March 10, 1997 and July 18, 1997;
(e) 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.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of 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 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
provide 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
the 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
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DOCUMENT
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4.1 Articles of Incorporation of the Registrant.
4.2 Bylaws of the Registrant.
4.3 Commerce Soft Inc. 1997 Stock Plan (as amended, effective August 14, 1997).
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Independent Auditors' Consent.
23.2 Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (see page 4).
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 indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered 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 October 8, 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 October 8, 1997
- ------------------------------------- Director (Principal Executive
(James R. Carreker) Officer)
/s/ ERIC J. KELLER Vice President, Finance and Chief October 8, 1997
- ------------------------------------- Financial Officer (Principal
(Eric J. Keller) Financial and Accounting Officer)
/s/ DEBRA J. ENGEL Director October 9, 1997
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(Debra J. Engel)
/s/ NORMAN A. FOGELSONG Director October 9, 1997
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(Norman A. Fogelsong)
/s/ JAMES L. PATTERSON Director October 8, 1997
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(James L. Patterson)
/s/ JOHN W. PETH Director October 8, 1997
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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.
4.2 Bylaws of the Registrant.
4.3 Commerce Soft Inc. 1997 Stock Plan (as amended, effective August 14,
1997).
5.1 Opinion of Counsel.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).