As filed with the Securities and Exchange Commission on May 19, 2000
Registrati on 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 Development, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 1395 Charleston Road 25-1622857
(State of Incorporation) Mountain View, California 94043 (I.R.S.Employer Identification No.)
(650) 428-2700
(Address of principal executive offices)
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Registrant's 1997 Nonstatutory Stock Option Plan
Transition Analysis Component Technology, Inc. 1997 Stock Option Plan
Transition Analysis Component Technology Inc. Option Agreements
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David S. Dury
Senior Vice President and Chief Financial Officer
Aspect Development, Inc.
1395 Charleston Road
Mountain View, California 94303
(650) 428-2700
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
James C. Kitch, Esq.
Andrea Vachss, Esq.
Cooley Godward, LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum
Registered Registered Offering Price Per Share Aggregate Offering Price Amount of Registration Fee
(1) (1)
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Stock Options and Common
Stock (par value $.001) 4,054,244 $48.35 $196,025,400 $51,750.71
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The offering price per share and
aggregate offering price are based upon (a) the weighted average exercise
price for shares subject to outstanding options and (b) the average high
and low price of Registrant's Common Stock on May 15, 2000 as reported on
the Nasdaq National Market.
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The chart below details the calculations of the registration fee:
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Securities Number of Shares Offering Price Aggregate
Per Share Offering Price
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Shares issuable under the
1997 Nonstatutory Stock
Option Plan 3,938,000 $48.78 $192,095,640
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Shares reserved for future
issuance under the 1997
Nonstatutory Stock Option
Plan 62,000 $58.5625 $ 3,630,875
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Shares issuable pursuant to
the Transitions Analysis
Component Technology, Inc.
1997 Stock Option Plan
and TACTech Option Agreements 54,244 $ 5.51 $ 298,885
- ----------------------------------------------------------------------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Aspect Development, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(a) The Company's latest annual report on Form 10-K, as amended, for the
fiscal year ended December 31, 1999 filed pursuant to Sections 13(a) or 15(d) of
the Securities Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Sections 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; and
(c) The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company 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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Inapplicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). The Company's By-laws also provide
that the Company will indemnify its directors and executive officers, and may
indemnify its other officers, employees and other agents, to the fullest extent
not prohibited by Delaware law.
The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its stockholders. These provisions do not eliminate the directors' duty of care
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company, for acts omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
any transaction from which the director derived an improper personal benefit,
and for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.
The Company has been authorized by the Board to enter into agreements with
its directors and officers that require the Company to indemnify such persons to
the fullest extent authorized or permitted by the provisions of the Restated
Certificate and Delaware law against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was a director, officer, employee or other agent of the
Company or any of its affiliated enterprises. Delaware law permits such
indemnification provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal proceeding, had reasonable cause to
believe his or her conduct was unlawful. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
At present, there is no pending litigation or proceeding involving a director or
officer of the Company as to which indemnification is being sought nor is the
Company aware of any threatened litigation that may result in claims for
indemnification by any officer or director.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward llp.
23.1 Consent of Arthur Andersen llp.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Cooley Godward llp is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 Registrant's 1997 Nonstatutory Stock Option Plan, as amended.
99.2 Transition Analysis Component Technology, Inc. 1997 Stock Option
Plan.
99.3 Bruce Blackford Option Agreement for TACTech Common Stock.
99.4 Jeff Hanser Option Agreement for TACTech Common Stock.
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of this
chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) 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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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 Securities and
Exchange 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, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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 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 Mountain View, State of California, on May 19, 2000.
ASPECT DEVELOPMENT, INC.
By /s/ David S. Dury
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David S. Dury
Senior Vice President, Chief Financial
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Romesh T. Wadhwani and David S. Dury
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully 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
/s/ Romesh Wadhwani Chairman of the Board and Chief Executive May 19, 2000
- -------------------------------------------- Officer
Romesh T. Wadhwani
/s/ Robert L. Evans President, Chief Operating Officer and May 19, 2000
- -------------------------------------------- Director
Robert L. Evans
/s/ David S. Dury Senior Vice President, Chief Financial Officer May 19, 2000
- -------------------------------------------- and Secretary (Principal Financial and
David S. Dury Accounting Officer)
/s/ David Pefley Vice President and Corporate Controller May 19, 2000
- --------------------------------------------
David Pefley
/s/ Steven B Goldby Director May 19, 2000
- --------------------------------------------
Steven B. Goldby
/s/ Dennis Sisco Director May 19, 2000
- --------------------------------------------
Dennis Sisco
EXHIBIT INDEX
Exhibit
Number Description Sequential Page Number
5.1 Opinion of Cooley Godward llp.
23.1 Consent of Arthur Andersen llp.
23.2 Consent of Ernst & Young llp.
23.3 Consent of Cooley Godward llp is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 Registrant's 1997 Nonstatutory Stock Option Plan, as amended.
99.2 Transition Analysis Component Technology, Inc. 1997 Stock Option
Plan.
99.3 Bruce Blackford Option Agreement for TACTech Common Stock.
99.4 Jeff Hanser Option Agreement for TACTech Common Stock.