As filed with the Securities and Exchange Commission on March 30, 2000
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 Communications Corporation
(Exact name of Registrant as specified in its charter)
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California 94-2974062
(State of other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
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1310 Ridder Park Drive
San Jose, California 95131-2312
(408) 325-2200
(Address of principal executive offices)
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PakNetX Corporation 1997 Stock Plan
(Full title of the plans)
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James R. Carreker
Chairman and Chief Executive Officer
Aspect Communications Corporation
1310 Ridder Park Drive
San Jose, California 95131-2312
(408) 325-2200
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
Richard Scudellari
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
CALCULATION OF REGISTRATION FEE
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Title of Maximum 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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PakNetX Corporation
1997 Stock Plan
Common Stock, $.01 par
value.................. 152,822 shares $44.2188 $6,757,605 $1,785.00
(1) Pursuant to the Agreement and Plan of Merger dated as of February 1, 2000,
by and among Aspect Communications Corporation, Tango Acquisition
Corporation, and PakNetX Corporation, the Registrant assumed all of the
outstanding options to purchase Common Stock of PakNetX Corporation under
the PakNetX Corporation 1997 Stock 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 March 28, 2000.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
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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,
1999; and
(2) 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
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Not Applicable
Item 5. Interests Of Named Experts And Counsel
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Not Applicable
Item 6. Indemnification Of Directors And Officers
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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 $30 million.
Item 7. Exemption From Registration Claimed
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Not Applicable
Item 8. Exhibits
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Exhibit
Number Document
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4.1 Amended and Restated Articles of Incorporation of the
Registrant (1)
4.2 Bylaws of the Registrant, as amended to date (2)
4.5 PakNetX Corporation 1997 Stock Plan
5.1 Opinion of Morrison & Foerster LLP
23.1 Independent Auditors' Consent
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1
hereto)
24.1 Power of Attorney (see page 5)
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(1) Incorporated by reference to exhibit 3.1 and 3.4 to the Registrant's
previously filed Form 10-Ks or Form 10-Qs.
(2) Incorporated by reference to exhibit 3.3 to the Registrant's previously
filed Form 10-Ks or Form 10-Qs.
Item 9. Undertakings
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, Aspect Communications 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 March 29, 2000.
ASPECT COMMUNICATIONS 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 Kevin T. Parker,
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
/s/ James R. Carreker Chairman, Chief Executive Officer and March 29, 2000
- -------------------------------------------- Director (Principal Executive Officer)
(James R. Carreker)
/s/ Kevin T. Parker Senior Vice President, Finance and Chief March 29, 2000
- -------------------------------------------- Financial Officer (Principal Financial
(Kevin T. Parker) Officer and Accounting Officer)
/s/ Debra J. Engel Director March 29, 2000
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(Debra J. Engel)
/s/ Norman A. Fogelsong Director March 29, 2000
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(Norman A. Fogelsong)
/s/ John W. Peth Director March 29, 2000
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(John W. Peth)
INDEX TO EXHIBITS
Exhibit
Number
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4.1 Amended and Restated Articles of Incorporation
of the Registrant (1)
4.2 Bylaws of the Registrant, as amended to date (2)
4.5 PakNetX Corporation 1997 Stock Plan
5.1 Opinion of Morrison & Foerster LLP
23.1 Independent Auditors' Consent
23.2 Consent of Morrison & Foerster LLP
(contained in Exhibit 5.1)
24.1 Power of Attorney (see page 5)
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(1) Incorporated by reference to exhibit 3.1 and 3.4 to the Registrant's
previously filed Form 10-Ks or Form 10-Qs.
(2) Incorporated by reference to exhibit 3.3 to the Registrant's previously
filed Form 10-Ks or Form 10-Qs.