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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: May 11, 1998
ASPECT TELECOMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-3962471
(State or other jurisdiction of (I.R.S. Identification No.)
Employer incorporation or organization)
1730 FOX DRIVE
SAN JOSE, CALIFORNIA 95131-2312
(Address of principal executive offices) (Zip code)
(408) 325-2200
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 11, 1998, pursuant to an Agreement and Plan of Merger dated
April 1, 1998 (the "Merger Agreement") among Aspect Telecommunications
Corporation (the "Registrant" or the "Company"), Venus Acquisition Corporation,
a Delaware corporation and wholly-owned subsidiary of the Registrant ("Sub"),
and Voicetek Corporation, a Massachusetts corporation ("Voicetek"), related
Articles of Merger dated May 11, 1998 between Sub and Voicetek filed with the
Secretary of State of the Commonwealth of Massachusetts, and a related
Certificate of Merger dated May 11, 1998 filed with the Secretary of State of
the State of Delaware, Sub was merged with and into Voicetek and Voicetek, as
the surviving corporation, became a wholly-owned subsidiary of the Registrant
(the "Merger").
Pursuant to the Merger Agreement, the Registrant paid approximately $72
million in cash for all Voicetek common and preferred shares outstanding,
converted all outstanding Voicetek options into options to purchase
approximately 450,000 shares of Registrant's common stock with a fair value of
approximately $11.0 million and assumed certain operating assets and
liabilities of Voicetek. The Registrant expects to record a one-time charge
against after-tax earnings of between $65 to $70 million ($1.20 and $1.30 per
share) for purchased in-process technology and development expense in the
quarter ending June 30, 1998. The source of the funds paid by the Company
under the Merger Agreement was the Company's cash, cash equivalents and short
term investments. The purchase price was agreed upon in arms' length
negotiation of the terms of the Merger. The Registrant received an opinion from
its financial advisor that the Merger was fair to the Registrant's shareholders
from a financial point of view. The Merger will be treated by the Registrant as
a purchase for accounting purposes.
Voicetek is a leading provider of software platforms and application
solutions, including highly scalable, mission-critical interactive voice
response ("IVR") and network-deployed enhanced services solutions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a), (b) It is impracticable for the Registrant to provide the required
financial statements as of the filing of this report. In accordance with Item
7(a)(4) of the Instructions to Form 8-K, the Registrant expects that the
required financial statements will be filed as soon as they are available, and
in no event later than July 25, 1998.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated April 1, 1998, among
the Registrant, Venus Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of the Registrant,
and Voicetek Corporation, a Massachusetts corporation.
20.1 Press release of the Company, dated May 11, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ASPECT TELECOMMUNICATIONS CORPORATION
(Registrant)
Date: May 22, 1998 By: /s/ Eric J. Keller
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Eric J. Keller
Vice President, Finance and Chief
Financial Officer (Principal
Financial and Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger dated April 1, 1998, among the
Registrant, Venus Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of the Registrant, and Voicetek
Corporation, a Massachusetts corporation.
20.1 Press release of the Company, dated May 11, 1998.
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