-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkSYbeZaRYpezWCIslcr3XzEUMZeQjEWeo+uLqsOyrZz3B7IU9RUkT/b8Cx6VuYd Ng1bqAkuuIyY623dMhnTuA== 0000891836-05-000326.txt : 20050705 0000891836-05-000326.hdr.sgml : 20050704 20050705163128 ACCESSION NUMBER: 0000891836-05-000326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050705 GROUP MEMBERS: ROBERT F. SMITH GROUP MEMBERS: VEFIIGP, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISTA EQUITY FUND II LP CENTRAL INDEX KEY: 0001216494 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASPECT COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000779390 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942974062 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43101 FILM NUMBER: 05937324 BUSINESS ADDRESS: STREET 1: 1320 RIDDER PARK DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4083252200 MAIL ADDRESS: STREET 1: 1320 RIDDER PARK DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: ASPECT TELECOMMUNICATIONS CORP DATE OF NAME CHANGE: 19940218 SC 13D/A 1 sc0168.htm AMENDMENT NO. 3 Amendment No. 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*

Aspect Communications Corporation
(Name of Issuer)

Common Stock, par Value $0.01 per Share
(Title of Class of Securities)

04523Q102
(CUSIP Number)

Robert F. Smith
c/o Vista Equity Partners, LLC
150 California Street, 19th Floor
San Francisco, California 94111
(415) 765-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 5, 2005
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D Page 2 of 7

CUSIP No. 04523Q102

 1. Name of Reporting Persons: I.R.S. Identification No(s). of above person(s) (entities only):
  Vista Equity Fund II, L.P.
 2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [   ]
(b) [   ]
 3. SEC USE ONLY:
   
 4. Source of Funds (See Instructions):
  WC
 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
  [   ]   Not Applicable
 6. Citizenship or Place of Organization:
  Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: 		 7. Sole Voting Power:
       0
 8. Shared Voting Power:
       22,222,222
 9. Sole Dispositive Power:
       0
 10. Shared Dispositive Power:
       22,222,222
 11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  22,222,222
 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
  [   ]   Not Applicable
 13. Percent of Class Represented by Amount in Row (11):
  26.61% (1)
 14. Type of Reporting Person (See Instructions):
  PN
(1)

Calculated based on 61,280,434 shares of Common Stock outstanding as of April 29, 2005, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and 22,222,222 shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock issued to Vista pursuant to the Preferred Stock Purchase Agreement.



SCHEDULE 13D Page 3 of 7

CUSIP No. 04523Q102

 1. Name of Reporting Persons: I.R.S. Identification No(s). of above person(s) (entities only):
  VEFIIGP, LLC
 2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [   ]
(b) [   ]
 3. SEC USE ONLY:
   
 4. Source of Funds (See Instructions):
  AF
 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
  [   ]   Not Applicable
 6. Citizenship or Place of Organization:
  Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: 		 7. Sole Voting Power:
       0
 8. Shared Voting Power:
       22,222,222
 9. Sole Dispositive Power:
       0
 10. Shared Dispositive Power:
       22,222,222
 11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  22,222,222
 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
  [   ]   Not Applicable
 13. Percent of Class Represented by Amount in Row (11):
  26.61%
 14. Type of Reporting Person (See Instructions):
  OO, HC

SCHEDULE 13D Page 4 of 7

CUSIP No. 04523Q102

 1. Name of Reporting Persons: I.R.S. Identification No(s). of above person(s) (entities only):
  Robert F. Smith
 2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [   ]
(b) [   ]
 3. SEC USE ONLY:
   
 4. Source of Funds (See Instructions):
  AF
 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
  [   ]   Not Applicable
 6. Citizenship or Place of Organization:
  United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: 		 7. Sole Voting Power:
       31,295 (2)
 8. Shared Voting Power:
       22,222,222
 9. Sole Dispositive Power:
       31,295 (2)
 10. Shared Dispositive Power:
       22,222,222
 11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  22,253,517
 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
  [   ]   Not Applicable
 13. Percent of Class Represented by Amount in Row (11):
  26.64%
 14. Type of Reporting Person (See Instructions):
  IN, HC
(2)

Represents (i) an aggregate of 9,795 shares of Common Stock acquired by Mr. Smith in accordance with the terms of the Issuer’s Annual Retainer Compensation Plan and (ii) stock options for an aggregate of 21,500 shares of Common Stock, 15,000 of which are exercisable as of the date of the filing of this Amendment No. 3 and another 6,500 of which are expected to vest and become exercisable within 60 days.



SCHEDULE 13D Page 5 of 7

        The statement on Schedule 13D previously filed on January 30, 2003, as amended by Amendment No. 1, filed on February 18, 2004 (“Amendment No. 1”), and by Amendment No. 2, filed on July 2, 2004 (“Amendment No. 2”), by Vista Equity Fund II, L.P. (“Vista”), VEFIIGP, LLC (“VEFIIGP”) and Robert F. Smith (“Mr. Smith” and, together with Vista and VEFIIGP, the “Reporting Persons”) with respect to shares of Common Stock, par value $0.01 per share (the “Common Stock”) of Aspect Communications Corporation (the “Issuer”) is hereby further amended and supplemented. Except as amended and supplemented by Amendment No. 1, Amendment No. 2 and hereby, the original statement on Schedule 13D remains in full force and effect. Defined terms used in this Amendment No. 3 and not defined herein shall have the meanings ascribed to them in the original statement on Schedule 13D, Amendment No. 1 or Amendment No. 2.

ITEM 4. PURPOSE OF TRANSACTION

        Vista entered into a voting agreement (the “Voting Agreement”), dated as of July 5, 2005, with Concerto Software, Inc. (“Concerto”), pursuant to which Vista has agreed to vote all issued and outstanding securities of the Issuer, including Series B Preferred Stock, owned of record or beneficially by Vista as of the date of the Voting Agreement and those acquired by Vista between the date of the Voting Agreement and the Expiration Time (as defined under Item 6 of this Amendment No. 3), in favor of the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 5, 2005, by and among Concerto, Ascend Merger Sub, Inc. and the Issuer, and the transactions contemplated thereby, as more fully described under Item 6 of this Amendment No. 3.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

        The percentage of the Issuer’s outstanding shares of Common Stock reported herein as beneficially owned by the Reporting Persons is based upon 61,280,434 outstanding shares of Common Stock reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and 22,222,222 shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock issued to Vista pursuant to the Preferred Stock Purchase Agreement.

                      VEFIIGP is the managing general partner of Vista. Mr. Smith is the managing and sole member of VEFIIGP. Accordingly, securities owned by Vista may be regarded as being beneficially owned by VEFIIGP, and securities owned by VEFIIGP may be regarded as being beneficially owned by Mr. Smith. Mr. Smith and VEFIIGP each disclaim beneficial ownership of the shares of Common Stock of the Issuer held by Vista, except to the extent of their pecuniary interest in the shares, if any.

                       In connection with Mr. Smith’s position as a director of the Issuer, he and the other directors periodically acquired shares of Common Stock, or stock options for shares of Common Stock. As of the date of the filing of this Amendment No. 3, Mr. Smith has acquired an aggregate of 9,795 shares of Common Stock in accordance with the terms of the Issuer’s Annual Retainer Compensation Plan. In addition, Mr. Smith was granted stock options for an aggregate of 56,000 shares of Common Stock, 15,000 of which have vested and are exercisable as of the date of the filing of this Amendment No. 3 and another 6,500 of which are expected to vest and become exercisable within 60 days.

                       Each of the Reporting Persons has shared power to vote or direct the vote and dispose of or direct the disposition of the Common Stock beneficially owned by such Reporting Persons. Except as set forth in this Amendment No. 3, to the best of the knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in securities of the Issuer during the past 60 days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

        Pursuant to the Voting Agreement, Vista has agreed, prior to the Expiration Time, at any meeting of the stockholders of the Issuer and in any written action by consent of stockholders of the Issuer, unless otherwise directed in writing by Concerto, to vote all issued and outstanding securities of the Issuer (including Series B Preferred Stock) owned of record or beneficially by Vista as of the date of the Voting Agreement and those acquired by Vista between the date of the Voting Agreement and the Expiration Time, in favor of the Merger Agreement and


SCHEDULE 13D Page 6 of 7

the transactions contemplated thereby and against following actions (other than the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Issuer or any subsidiary of the Issuer; (ii) any sale or other transfer of all or substantially all of the assets of the Issuer and its subsidiaries taken as a whole; (iii) any Acquisition Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Issuer; (v) any amendment to the Issuer’s articles of incorporation or bylaws that is not expressly approved by Concerto; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the transactions contemplated by the Merger Agreement. Pursuant to the Voting Agreement, Vista has delivered to Concerto a duly executed proxy, irrevocably appointing the members of the board of directors of Concerto, and each of them, or any other designee of Concerto, as the sole and exclusive attorneys and proxies of Vista, with full power of substitution and resubstitution, to vote and exercise all voting rights with respect to such securities of the Issuer covered by the Voting Agreement and in accordance with the terms of the Voting Agreement.

        Under the terms of the Voting Agreement, the Expiration Time means the earliest to occur of: (i) such time as the Merger Agreement is terminated in accordance with its terms, (ii) such time as the merger contemplated by the Merger Agreement becomes effective, (iii) such time as the board of directors of the Issuer, following due exercise of its fiduciary duties in connection with its receipt and evaluation of a Superior Proposal (as defined in the Merger Agreement), formally recommends that the stockholders of the Issuer vote against the approval and adoption of the Merger Agreement and such recommendation is publicly announced to all of the stockholders of the Issuer or (iv) December 31, 2005.

        Under the terms of the Voting Agreement, Vista has also agreed that, during the period from the date of the Voting Agreement through the Expiration Time, Vista shall not cause or permit any transfer of any securities of the Issuer covered by the Voting Agreement to be effected, except for any transfer to a person who explicitly agrees to be bound by all provisions of the Voting Agreement. In addition, Vista has agreed, during the period from the date of the Voting Agreement through the Expiration Time, not to deposit any such securities of the Issuer covered by the Voting Agreement into any voting trust, or grant any proxy or power of attorney or enter into any voting agreement or similar agreement with respect to such securities.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        Item 7 is hereby amended to add the following Exhibit C:

  “Exhibit C Voting Agreement, dated as of July 5, 2005, by and between Concerto Software, Inc. and Vista Equity Fund II, L.P.”

 

 


SCHEDULE 13D Page 7 of 7

SIGNATURES

        After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: July 5, 2005   

   VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner


   By: /s/ Robert F. Smith
     
      Name:
Title: 		Robert F. Smith
Managing Member


   VEFIIGP, LLC


   By: /s/ Robert F. Smith
     
      Name:
Title: 		Robert F. Smith
Managing Member


   ROBERT F. SMITH


     /s/ Robert F. Smith
     

EX-99.C 2 ex-c.htm VOTING AGREEMENT Voting Agreement

Exhibit C

VOTING AGREEMENT

        THIS VOTING AGREEMENT (this “Agreement”) is entered into as of July 5, 2005, by and between Concerto Software, Inc., a Delaware corporation (“Parent”), and Vista Equity Fund II, L.P. (“Stockholder”).

RECITALS

        A.        Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a California corporation (the “Company”).

        B.        Parent, Ascend Merger Sub, Inc., a California corporation (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger, dated as of even date herewith and as in effect on such date (including any amendments thereto after the date hereof solely to eliminate, in whole or in part, any condition to closing of Parent or Merger Sub or to effect an increase (the “Common Consideration Increase”), in cash, in the Company Common Consideration which effects a concurrent increase, in cash, in the Company Series B Merger Consideration in an amount that equals or exceeds the product of (i) the Common Consideration Increase and (ii) the Conversion Rate (as hereinafter defined) as in effect at such time, the “Merger Agreement”) which provides (subject to the conditions set forth therein) for the merger of Merger Sub with and into the Company (the “Merger”).

        C.        Stockholder is entering into this Agreement in order to induce Parent to enter into the Merger Agreement.

AGREEMENT

        The parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1. CERTAIN DEFINITIONS

        For purposes of this Agreement:

            (a) “Company Common Stock” shall mean the common stock, par value $0.01 per share, of the Company.

            (b) “Company Series B Preferred Stock” shall mean the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company.

            (c) “Conversion Rate” shall mean, at any time, the quotient of (i) the Liquidation Value (as defined in the Certificate of Determination of the Company Series B Preferred Stock) at such time of a share of Company Series B Preferred Stock divided by (ii) the Conversion Price (as defined in such Certificate of Determination) at such time.

            (d) “Expiration Time” shall mean the earliest to occur of: (i) such time as the Merger Agreement is terminated in accordance with its terms, (ii) such time as the Merger becomes effective, (iii) such time as the board of directors of the Company, following due exercise of its fiduciary duties in connection with its receipt and evaluation of a Superior Proposal, formally recommends that the stockholders of the Company vote against the approval and adoption of the Merger Agreement and such recommendation is publicly announced to all of the stockholders of the Company or (iv) December 31, 2005.

            (e) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security.

            (f) “Person” shall mean any: (i) individual; (ii) corporation, limited liability company, partnership, trust or other entity; or (iii) governmental authority.

            (g) “Subject Securities” shall mean: (i) all securities of the Company (including all shares of Company Series B Preferred Stock and all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Series B Preferred Stock and all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Time.

            (h) A Person shall be deemed to have effected a “Transfer” of a security if such Person: (i) sells, transfers, encumbers, pledges, hypothecates, grants an option with respect to or disposes of such security or any interest in such security to any Person other than Parent; or (ii) enters into an agreement or commitment contemplating the possible sale or transfer of, encumbrance, pledge or hypothecation of, grant of an option with respect to or disposition of such security or any interest therein to any Person other than Parent.

            (i) Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.

SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS

        2.1 Restriction on Transfer of Subject Securities. During the period from the date of this Agreement through the Expiration Time, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected, except for any Transfer to a Person who explicitly agrees to be bound by all provisions hereof.

        2.2 Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Expiration Time, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted with respect to any of the Subject Securities (other than in connection with Stockholder’s compliance with Section 3(a) and other than the proxy in the form attached hereto as Annex A delivered to Parent pursuant to Section 3(c)), no voting agreement or similar agreement is entered into with respect to any of the Subject Securities and no power of attorney is granted with respect to the voting of the Subject Securities.

SECTION 3. VOTING OF SHARES.

            (a) Stockholder hereby agrees that, prior to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of the Subject Securities Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; and (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the

2

Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Acquisition Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s articles of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement.

            (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement obligates Stockholder to exercise any option, warrant, conversion right or other right to acquire any Company Common Stock. Furthermore, nothing in this Agreement shall in any manner require any individual serving, at the request of or on behalf of Stockholder, on the board of directors of the Company to take, or restrict any such individual from taking, any action, including any action with respect to Subject Securities, in his or her capacity as a director of the Company.

            (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Annex A (the “Proxy”) covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

        Stockholder hereby represents and warrants to Parent as follows:

        4.1 Authorization, etc. Stockholder has the right, power and authority to execute and deliver this Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

        4.2 No Conflicts or Consents.

            (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities

3

pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties is or may be bound or affected.

            (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person, except for such consents and approvals as have been obtained.

        4.3 Title to Securities. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances) the number of outstanding shares of Company Series B Preferred Stock set forth under the heading “Shares Held of Record” on the signature page hereof; and (b) Stockholder does not Own any shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire any shares of capital stock or other securities of the Company, other than the shares and options, warrants and other rights set forth on the signature page hereof.

SECTION 5. MISCELLANEOUS

        5.1 Further Assurances. From time to time, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Agreement and the Proxy. Stockholder agrees that, effective as of the Effective Time, all of its rights pursuant to Sections 9.3 and 9.4 of that certain Preferred Stock Purchase Agreement, dated as of November 14, 2002, shall terminate automatically without further action of the parties hereto. Stockholder further acknowledges and agrees that the liquidated damages provided for in Section 8.3(g) of the Merger Agreement shall be the sole remedy of the Company and its affiliates with respect to a termination of the Merger Agreement under the circumstances described in such Section 8.3(g) (except solely to the extent that the proviso set forth therein is applicable) and that Stockholder is not an express or implied third-party beneficiary of the Merger Agreement.

        5.2 Notices. Any notice or other communication required or permitted to be delivered to either party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when received at the address or facsimile number set forth beneath the name of such party below (or at such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

            if to Stockholder:

  at the address set forth on the signature page hereof; and

4

  with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700

            if to Parent:

  Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201

  with a copy to:

Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San Francisco, CA 94111
Attn: Prescott Ashe
Fax: (415) 627-4501

  and a copy to:

Kirkland & Ellis, LLP
555 California Street, 27th Floor
San Francisco, CA 94104
Attn: Stephen D. Oetgen
Fax: (415) 439-1500

        5.3 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the maximum extent possible, the economic, business and other purposes of such invalid or unenforceable term.

        5.4 Entire Agreement. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

        5.5 Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and Stockholder’s successors and assigns, and shall inure to the benefit of Parent and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are Transferred and it shall be a condition to any permitted Transfer that the

5

transferee execute and deliver to Parent an agreement substantially the same as this Agreement. Nothing in this Agreement is intended to confer on any Person (other than Parent and its successors and assigns) any rights or remedies of any nature.

        5.6 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach by Stockholder of any covenant or obligation contained in this Agreement, Parent shall be entitled, without the requirement of posting any bond, to: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach.

        5.7 Governing Law; Jurisdiction; Waiver of Jury Trial.

            (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of any court of the State of California located in the City or County of San Francisco, in the event any dispute arises out of this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring any action relating to this Agreement in any court other than any court of the State of California located in the City or County of San Francisco.

            (b) STOCKHOLDER AND PARENT IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

        5.8 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

        5.9 Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

        5.10 Waiver. No failure on the part of Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim available to Parent arising out of this Agreement, or any power, right, privilege or remedy of Parent under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

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        5.11 Construction.

            (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

            (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

            (c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

            (d) Except as otherwise indicated, all references in this Agreement to “Sections” are intended to refer to Sections of this Agreement.

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        IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.

   CONCERTO SOFTWARE, INC.


   By: /s/ James D. Foy
     
   Name:  James D. Foy
Title:  President and Chief Executive Officer



   STOCKHOLDER:

VISTA EQUITY FUND II, L.P.

By: VEFIIGP, LLC, its Managing General Partner


   By: /s/ Robert F. Smith
     
   Name:  Robert F. Smith
Title:  Managing Member

   Address:  150 California Street, 19th Floor

San Francisco, CA 94111

   Facsimile: (415) 765-6666



Shares Held of Record
(Enumerated by Class) 		Options and Other Rights Additional Securities
Beneficially Owned
     
50,000 shares of Company
Series B Preferred Stock 		None None

ANNEX A

IRREVOCABLE PROXY TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION

        The undersigned stockholder of Aspect Communications Corporation, a California corporation (the “Company”), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc., a Delaware corporation (“Parent”), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the full extent that the undersigned is entitled to do so) with respect to all of the issued and outstanding shares of capital stock of the Company that now are owned of record by the undersigned and are owned of record by the undersigned as of any record date relevant for a vote (collectively, the “Shares”), in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to the voting of any Shares on the matters referred to in the third full paragraph of this Irrevocable Proxy are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to such matters (other than in connection with Stockholder’s compliance with Section 3(a) of the Voting Agreement (as defined below)) until after the Expiration Time (as defined in the Voting Agreement).

        This Irrevocable Proxy is irrevocable, is coupled with an interest, and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned stockholder of the Company (the “Voting Agreement”) and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger, dated as of the date hereof and as in effect on such date (including any amendments thereto after the date hereof solely to eliminate, in whole or in part, any condition to closing of Parent or Merger Sub or to effect the Common Consideration Increase which effects a concurrent increase, in cash, in the Company Series B Merger Consideration in an amount that equals or exceeds the product of (i) the Common Consideration Increase and (ii) the Conversion Rate as in effect at such time, the “Merger Agreement”), by and among Parent, Ascend Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, which Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”). This Irrevocable Proxy will automatically terminate and be of no further force or effect at the Expiration Time. All capitalized terms not defined herein shall have the meaning set forth in the Voting Agreement.

        The attorneys and proxies named above, and each of them are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Time, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting:

        (a) in favor of:

          (i) the adoption of the Merger Agreement; and

           (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and

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        (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement):

           (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company;

           (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole;

           (iii) any Acquisition Proposal (as defined in the Merger Agreement);

           (iv) any liquidation, dissolution or winding up of the Company;

           (v) any amendment to the Company’s articles of incorporation or bylaws that is not expressly approved by Parent; and

           (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement.

        The attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned stockholder may vote the Shares on all other matters except as provided above.

        Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

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        This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable.

Dated: July 5, 2005 VISTA EQUITY FUND II, L.P.

By: VEFIIGP, LLC, its Managing General Partner


   By: /s/ Robert F. Smith
     
   Name:  Robert F. Smith
Title:  Managing Member



Shares Held of Record Options and Other Rights Additional Securities
Beneficially Owned
     
50,000 shares of Company
Series B Preferred Stock 		None None
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