As filed with the Securities and Exchange Commission on November 16, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
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)
__________
California 94-2974062
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1310 Ridder Park Drive
San Jose, California 95131-2313
(408) 325-2200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
__________
1999 Equity Incentive Plan
Amended and Restated 1996 Employee Stock Option Plan
(Full title of the plan)
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Beatriz V. Infante
Chairman, President, and Chief Executive Officer
Aspect Communications Corporation
1310 Ridder Park Drive
San Jose, California 95131-2313
(408) 325-2200
(Name, address, including zip code, 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
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
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1999 Equity Incentive Plan
Common Stock, $.01 par value 2,450,000 $1.76 $4,312,000 $1,078.00
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Amended and Restated 1996 Employee Stock
Option Plan Common Stock, $.01 par value 2,000,000 $1.76 $3,520,000 $ 880.00
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
based upon the average of the high and the low prices of the Common Stock
as reported in The Nasdaq National Market on November 12, 2001.
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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, 2000 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on April 2, 2001;
(b) All other reports filed pursuant to Section 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: Form 10-Q for the quarters ended March 31, 2001 (filed
May 14, 2001), June 30, 2001 (filed August 14, 2001) and September 30, 2001
(filed November 14, 2001); and
(c) 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, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing 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 other 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
provides 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
law. In addition, the Registrant carries director and officer liability
insurance in the amount of $15 million.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. 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)
4.3 1999 Equity Incentive Plan
4.4 Amended and Restated 1996 Employee Stock Option Plan
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1 hereto)
23.2 Independent Auditor's Consent
24.1 Power of Attorney (see page 6)
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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.
(2) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
filed with the Commission on August 14, 2000.
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 the 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 a 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, 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 November 16, 2001.
ASPECT COMMUNICATIONS CORPORATION
By /s/ Beatriz V. Infante
______________________________
Beatriz V. Infante,
Chairman, President, and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Beatriz V. Infante, his or her attorney-
in-fact, 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 said attorney-in-fact, or her substitute, 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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Chairman, President, and Chief Executive November 12, 2001
/s/ Beatriz V. Infante Officer (Principal Executive Officer)
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(Beatriz V. Infante)
Executive Vice President, Finance, Chief
Financial Officer and Chief Administrative
Officer (Principal Financial and Accounting
/s/ Betsy Rafael Officer) November 13, 2001
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(Betsy Rafael)
/s/ Donald P. Casey Director November 13, 2001
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(Donald P. Casey)
/s/ Debra J. Engel Director November 13, 2001
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(Debra J. Engel)
/s/ Norman A. Fogelsong Director November 13, 2001
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(Norman A. Fogelsong)
/s/ Christopher B. Paisley Director November 14, 2001
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(Christopher B. Paisley)
/s/ John W. Peth Director November 16, 2001
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(John W. Peth)
_____________________________________ Director
(David B. Wright)
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)
4.3 1999 Equity Incentive Plan
4.4 Amended and Restated 1996 Employee Stock Option Plan
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation (included
in Exhibit 5.1 hereto)
23.2 Independent Auditor's Consent
24.1 Power of Attorney (see page 6)
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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.
(2) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
filed with the Commission on August 14, 2000.