As filed with the Securities and Exchange Commission on September 8, 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 DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1622857
(State of Incorporation) (I.R.S. Employer
Identification No.)
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1300 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices)
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AMENDED AND RESTATED
1992 EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
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David S. Dury
Vice President and Chief Financial Officer
Aspect Development, Inc.
1300 Charleston Road
Mountain View, California 94043
(650) 428-2700
(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 Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
be Registered Registered Price Per Share (1) Offering Price (1) Fee
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Stock Options and Common 2,200,000 $29.125 to $31.47 $67,025,127.50 $19,772
Stock (par value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share
and aggregate offering price are based upon (i) with respect to 1,258,050 shares, the average of the high and low prices of
Registrant's Common Stock on August 31, 1998 as reported on the Nasdaq National Market and (ii) with respect to 941,950 shares
subject to outstanding options, the exercise prices of such options.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-11747
The contents of Registration Statement on Form S-8 No. 333-11747 filed with
the Securities and Exchange Commission on September 11, 1996 are incorporated by
reference herein.
EXHIBITS
EXHIBIT
Number
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Arthur Andersen & Co. LLP, Independent
Public Accountants
23.3 Consent of Cooley Godward LLP is contained in
Exhibit 5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1992 Stock Option Plan, as amended as of June 16, 1998.
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 September 4, 1998.
ASPECT DEVELOPMENT, INC.
By: /s/ David S. Dury
___________________________________
David S. Dury
Vice President and Chief Financial Officer
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 T. Wadhwani
______________________________ Chairman of the Board and September 4, 1998
Romesh T. Wadhwani Chief Executive Officer
/s/ Joseph Prang
______________________________ President, Chief Operating Officer and September 4, 1998
Joseph Prang Director
/s/ David S. Dury
______________________________ Vice President and Chief Financial September 4, 1998
David S. Dury Officer (Principal Financial and
Accounting Officer)
/s/ William Feichtmann
______________________________ Corporate Controller and Secretary September 4, 1998
William Feichtmann
/s/ Steven B. Goldby
______________________________ Director September 4, 1998
Steven B. Goldby
/s/ Dennis Sisco
______________________________ Director September 4, 1998
Dennis Sisco
/s/ Mark Stevens
______________________________ Director September 4, 1998
Mark Stevens
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Arthur Andersen & Co. LLP, Independent Public Accountants
23.3 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1992 Stock Option Plan, as amended as of June 16, 1998.