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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
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)
VOICETEK CORPORATION 1992 EQUITY INCENTIVE PLAN
VOICETEK CORPORATION 1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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
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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MAXIMUM AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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Voicetek Corporation 1992
Equity Incentive Plan
Common Stock, $.01 par value..... 256,893 shares $25.00 $6,422,325 $1,284.47
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Voicetek Corporation 1996
Stock Option Plan
Common Stock, $.01 par value..... 184,939 shares $25.00 $4,623,475 $924.70
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(1) Pursuant to the Agreement and Plan of Merger dated as of April 1, 1998, by
and among Aspect Telecommunications Corporation, Venus Acquisition
Corporation, and Voicetek Corporation, the Registrant assumed all of the
outstanding options to purchase Common Stock of Voicetek Corporation under
the Voicetek Corporation 1992 Equity Incentive Plan and the Voicetek
Corporation 1996 Stock Option Plan, 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 May 18, 1998.
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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:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(3) The Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 27, 1998; and
(4) The description of the Company's capital stock contained in its
Registration Statement on Form 8-A as filed with the Commission on
March 22, 1990, including any amendment thereto or report filed for the
purpose of updating such description.
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(1)
4.2 Bylaws of the Registrant(1)
4.3 Voicetek Corporation 1992 Equity Incentive Plan
4.4 Voicetek Corporation 1996 Stock Option Plan
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)
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(1) Incorporated by reference to Registrant's Registration Statement on Form S-8
(333-38041) filed with the Commission on October 16, 1997.
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, as amended, 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 May 14, 1998.
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, as amended,
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 May 14, 1998
- ----------------------------------------------------- and Director (Principal
James R. Carreker Executive Officer)
/s/ ERIC J. KELLER Vice President, Finance and Chief May 14, 1998
- ----------------------------------------------------- Financial Officer (Principal
Eric J. Keller Financial and Accounting
Officer)
/s/ DEBRA J. ENGEL Director May 14, 1998
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Debra J. Engel
/s/ NORMAN A. FOGELSONG Director May 14, 1998
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Norman A. Fogelsong
/s/ JAMES L. PATTERSON Director May 14, 1998
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James L. Patterson
/s/ JOHN W. PETH Director May 14, 1998
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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(1)
4.3 Voicetek Corporation 1992 Equity Incentive Plan
4.4 Voicetek Corporation 1996 Stock Option Plan
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
(contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
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(1) Incorporated by reference to Registrant's Registration Statement on Form S-8
(333-38041) filed with the Commission on October 16, 1997.