As filed with the Securities and Exchange Commission on November 24, 1999
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
of incorporation or organization) Identification Number)
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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)
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1990 Employee Stock Purchase Plan, As Amended
1996 Employee Stock Option Plan, As Amended
1999 Equity Incentive Plan
(Full title of the plan)
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James R. Carreker
Chairman 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)
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Copies to:
Jon E. Gavenman
Brooke Campbell
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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Title of 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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1990 Employee Stock
Purchase Plan, As Amended
Common Stock, $.01
par value........... 500,000 $40.40625 $20,203,125 $ 5,616.47
1996 Employee Stock
Option Plan, As Amended
Common Stock, $.01 par
value............... 2,100,000 $40.40625 $84,853,125 $23,589.17
1999 Equity
Incentive Plan
Common Stock, $.01
par value........... 1,500,000 $40.40625 $60,609,375 $16,849.41
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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 on the Nasdaq National Market on November 22, 1999.
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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:
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(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(3) The Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 19, 1999; and
(4) 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 the 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 registrations 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. Not applicable.
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Item 5. Interests of Named Experts and Counsel. Not applicable.
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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 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 $20 million.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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Exhibit
Number
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4.1 Articles of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (1)
4.3 1990 Employee Stock Purchase Plan, As Amended
4.4 1996 Employee Stock Option Plan, As Amended
4.5 1999 Equity Incentive Plan
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Independent Auditors' Consent.
23.2 Consent of Venture Law Group, A Professional Corporation (included
in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
(1) Incorporated by reference to Registrant's Registration Statement on
Form S-8 (333-38041) filed with the Commission on October 16, 1997.
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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 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
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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.
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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 24, 1999.
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, 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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/s/ James R. Carreker Chairman, Chief Executive Officer and November 24, 1999
- ----------------------------------- Director (Principal Executive Officer)
(James R. Carreker)
/s/ Kevin T. Parker Vice President, Finance and Chief November 24, 1999
- ----------------------------------- Financial Officer (Principal
(Kevin T. Parker) Financial and Accounting Officer)
/s/ Debra J. Engel Director November 24, 1999
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(Debra J. Engel)
/s/ Norman A. Fogelsong Director November 24, 1999
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(Norman A. Fogelsong)
/s/ John W. Peth Director November 24, 1999
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(John W. Peth)
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 Articles of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (1)
4.3 1990 Employee Stock Purchase Plan, As Amended
4.4 1996 Employee Stock Option Plan, As Amended
4.5 1999 Equity Incentive Plan
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Independent Auditors' Consent.
23.2 Consent of Venture Law Group, A Professional Corporation (included in
Exhibit 5.1 hereto).
24.1 Power of Attorney (See page 6).
(1) Incorporated by reference to Registrant's Registration Statement on
Form S-8 (333-38041) filed with the Commission on October 16, 1997.
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