-----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, FHc2f1HEpWjAwe2AMOIKBbYNKStDklXFxO+LM1wk7b8PtKZUH3fUDGr8N5JyXh2P cm9pF+6YyO2uAu8489WlXQ== 0000891618-96-001100.txt : 19960703 0000891618-96-001100.hdr.sgml : 19960703 ACCESSION NUMBER: 0000891618-96-001100 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960702 EFFECTIVENESS DATE: 19960721 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPECT TELECOMMUNICATIONS CORP CENTRAL INDEX KEY: 0000779390 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 953962471 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07407 FILM NUMBER: 96590150 BUSINESS ADDRESS: STREET 1: 1730 FOX DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084412200 MAIL ADDRESS: STREET 1: 1730 FOX DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 S-8 1 ASPECT TELECOMMUNICATIONS CORPORATION FORM S-8 1 As filed with the Securities and Exchange Commission on July 2, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASPECT TELECOMMUNICATIONS 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) 1730 FOX DRIVE SAN JOSE, CALIFORNIA 95131-2312 (408) 325-2200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1989 STOCK OPTION PLAN 1990 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) JAMES R. CARREKER Chairman and Chief Executive Officer ASPECT TELECOMMUNICATIONS CORPORATION 1730 Fox Drive San Jose, California 95131-2312 (408) 325-2200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mark A. Medearis, Esq. Edward Y. Kim, Esq. VENTURE LAW GROUP 2800 SAND HILL ROAD MENLO PARK, CALIFORNIA 94025 (415) 854-4488 2
=================================================================================================== CALCULATION OF REGISTRATION FEE =================================================================================================== 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 - --------------------------------------------------------------------------------------------------- Common Stock, $.01 par value......... 1,250,000 shares $48.125 $60,156,250 $20,744 ===================================================================================================
(1) Excludes all shares previously registered under Registrant's 1989 Stock Option Plan on Form S-8 Registration Statements (Registration Nos. 33-36437, 33-39243, 33-69010 and 33-94810) and under Registrant's 1990 Employee Stock Purchase Plan on Form S-8 Registration Statements (Registration Nos. 33-36437 and 33-50048). (2) Estimated in accordance with Rule 457(h) 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 System on June 26, 1996. -2- 3 The contents of the Registrant's Form S-8 Registration Statement (Registration No. 33-36437) dated August 20, 1990 are hereby incorporated by reference. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS Exhibit Number Document ------- -------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Independent Auditors' Consent (see page 5). 23.2 Consent of Counsel (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (see page 4). -3- 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Aspect Telecommunications 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 July 2, 1996. ASPECT TELECOMMUNICATIONS CORPORATION By: /s/ James R. Carreker -------------------------------------- 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 Eric J. Keller, 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 --------- ----- ---- /s/ James R. Carreker - ----------------------------------- Chairman, Chief Executive Officer July 2, 1996 (James R. Carreker) and Director (Principal Executive Officer) /s/ Eric J. Keller - ----------------------------------- Vice President, Finance and Chief July 2, 1996 (Eric J. Keller) Financial Officer (Principal Financial and Accounting Officer) /s/ Debra J. Engel - ----------------------------------- Director July 2, 1996 (Debra J. Engel) /s/ Norman A. Fogelsong - ----------------------------------- Director July 2, 1996 (Norman A. Fogelsong) /s/ James L. Patterson - ----------------------------------- Director July 2, 1996 (James L. Patterson) /s/ John W. Peth - ----------------------------------- Director July 2, 1996 (John W. Peth)
-4- 5 INDEPENDENT AUDITORS' CONSENT ASPECT TELECOMMUNICATIONS CORPORATION: We consent to the incorporation by reference in this Registration Statement of Aspect Telecommunications Corporation on Form S-8 of our report dated January 16, 1996 incorporated by reference in the Annual Report on Form 10-K of Aspect Telecommunications Corporation for the year ended December 31, 1995 and our report dated March 25, 1996 included in such Annual Report on Form 10-K. DELOITTE & TOUCHE LLP /s/ Deloitte & Touche LLP San Jose, California July 1, 1996 -5- 6 INDEX TO EXHIBITS
Exhibit Page Number No. - ------- ---- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Independent Auditors' Consent (see page 5). 23.2 Consent of Counsel (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (see page 4).
EX-5.1 2 VENTURE LAW GROUP OPINION 1 EXHIBIT 5.1 July 1, 1996 Aspect Telecommunications Corporation 1730 Fox Drive San Jose, CA 95131-2312 REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about July 2, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of a total of 1,250,000 shares of your Common Stock (the "Shares") reserved for issuance under the 1989 Stock Option Plan, as amended (the "Option Plan") and the 1990 Employee Stock Purchase Plan, as amended (the "Purchase Plan'). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Option Plan and the Purchase Plan. It is our opinion that, when issued and sold in the manner referred to in the Option Plan and the Purchase Plan and pursuant to the respective agreement which accompanies each grant under the Option Plan and each issuance under the Purchase Plan, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and any amendments to it. Sincerely, VENTURE LAW GROUP A Professional Corporation /s/ Venture Law Group MAM -----END PRIVACY-ENHANCED MESSAGE-----