-----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, GSvFzs7ZiP4WCtU/9TQrrHRbSgqBjkoYXnc6nVgL7eE8+L7sI5AxbsGZS/mqsrAf 342eU3xu3U+161ZZQxd6ng== 0000891618-98-001000.txt : 19980306 0000891618-98-001000.hdr.sgml : 19980306 ACCESSION NUMBER: 0000891618-98-001000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980227 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980305 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: 8-K SEC ACT: SEC FILE NUMBER: 000-18391 FILM NUMBER: 98558371 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT February 27, 1998 ----------------- ASPECT TELECOMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) 0-18391 (Commission File Number) California 94-2974062 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1730 Fox Drive San Jose, CA 95131-2312 (Address of principal executive offices, with zip code) (408) 325-2200 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS On February 27, 1998, Aspect Telecommunications Corporation ("Aspect") announced that it has entered into a patent cross-license agreement with Lucent Technologies Inc. ("Lucent"), under which each party has agreed to dismiss their patent lawsuits against each other, released each other from claims of past infringement, and settled their patent disputes. The lawsuits related to telecommunications products and call routing technology. As part of the settlement, the parties have entered into a cross-licensing agreement under which Aspect will pay Lucent a one-time fee and future royalties. In connection with this settlement, Aspect recorded a non-recurring charge of $14 million (approximately 17 cents per diluted share) for the quarter and year ended December 31, 1997. Further details regarding this announcement are contained in the Company's press release with Lucent dated February 27, 1998 and in the Company's press release dated February 27, 1998, both of which are attached as exhibits hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. Exhibit 99.1 Aspect Telecommunications Corporation and Lucent Technologies Inc. press release dated February 27, 1998. Exhibit 99.2 Aspect Telecommunications Corporation press release dated February 27, 1998. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ASPECT TELECOMMUNICATIONS CORPORATION Date: March 5, 1998 By: /s/ Eric J. Keller -------------------------------------------- Eric J. Keller Vice President, Finance and Chief Financial Officer (Duly Authorized and Principal Financial and Accounting Officer) -3- 4 ASPECT TELECOMMUNICATIONS CORPORATION INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Aspect Telecommunications Corporation and Lucent Technologies Inc. press release dated February 27, 1998. 99.2 Aspect Telecommunications Corporation press release dated February 27, 1998. -4- EX-99.1 2 PRESS RELEASE DATED FEBRUARY 27, 1998 1 EXHIBIT 99.1 Friday February 27, 5:22 pm Eastern Time Company Press Release SOURCE: Aspect Telecommunications Lucent Technologies and Aspect Telecommunications Settle Patent Dispute SAN JOSE, Calif., Feb. 27 /PRNewswire/ -- Lucent Technologies, Inc. (NYSE: LU) and Aspect Telecommunications Corporation (Nasdaq: ASPT) today announced that they have agreed to dismiss their patent lawsuits against each other, released each other from claims of past infringement, and settled their patent disputes. The lawsuits related to telecommunications products and call routing technology. As part of the settlement, the parties have entered into a cross-licensing agreement under which Aspect will pay Lucent a one-time fee and future royalties. Lucent Technologies, headquartered in Murray Hill, N.J., designs, builds and delivers a wide range of public and private networks, communications systems and software, data networking systems, business telephone systems and microelectronic components. Bell Labs is the research and development arm for the company. Aspect Telecommunications is a global provider of comprehensive business solutions for mission-critical call centers. Aspect products include automatic call distributors, computer-telephony integration solutions, interactive response systems, call center management information and reporting tools, and call center planning and forecasting packages. Aspect also provides services vital to call center environments, including business applications consulting, systems integration and training. Corporate headquarters are located in San Jose, California. EX-99.2 3 PRESS RELEASE DATED FEBRUARY 27, 1998 1 EXHIBIT 99.2 Friday February 27, 7:10 pm Eastern Time Company Press Release SOURCE: Aspect Telecommunications Corporation Aspect Telecommunications Announces Settlement of Patent Dispute With Lucent Technologies Cross-license Agreement Terminates Litigation SAN JOSE, Calif., Feb. 27 /PRNewswire/ -- Aspect Telecommunications Corporation (Nasdaq: ASPT) announced today that the company has entered into a patent cross-license agreement ending a year-long patent infringement dispute with Lucent Technologies, Inc. (NYSE: LU) Under the agreement, Aspect will pay Lucent a one-time fee and, in addition, will pay future royalties that are not expected to be material to Aspect's results from operations. In connection with this settlement, Aspect has recorded a non-recurring charge of $14 million (approximately 17 cents per diluted share), which is reflected in the attached financial statements for the quarter and year ended December 31, 1997. Except for this charge related to the settlement with Lucent, which is a material subsequent event affecting the 1997 consolidated financial statements, the attached financial information for Aspect Telecommunications is unchanged from that reported on January 15, 1998. Commenting on the agreement, Mark J. Meltzer, vice president and general counsel for Aspect noted, "Resolving this dispute provides long-term benefit to Aspect's shareholders and customers. We are pleased to have reached an agreement with Lucent that provides patent peace and avoids protracted, expensive litigation." Aspect Telecommunications Founded in 1985, Aspect Telecommunications is a global provider of comprehensive business solutions for mission-critical call centers. Aspect products include automatic call distributors, computer-telephony integration solutions, interactive response systems, call center management information and reporting tools, and call center planning and forecasting packages. Aspect also provides services vital to call center environments, including business applications consulting, systems integration and training. Corporate headquarters are located in San Jose, California. For additional information, visit Aspect on the World Wide Web at http://www.aspect.com. Aspect and the Aspect logo are trademarks or registered trademarks of Aspect Telecommunications Corporation in the United States and/or other countries. All other product or service names mentioned in this document may be trademarks of the companies with which they are associated. 2 ASPECT TELECOMMUNICATIONS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data)
Three Months Ended Twelve Months Ended December 31, December 31, ----------------------- -------------------------------------- (unaudited)(unaudited) Pro Forma (a) (unaudited) 1997 1996 1997 1997 1996 -------- -------- -------- -------- -------- Net revenues: Product $ 74,429 $ 64,967 $276,471 $276,471 $230,539 Customer support 31,861 23,582 114,171 114,171 78,164 -------- -------- -------- -------- -------- Total net revenues 106,290 88,549 390,642 390,642 308,703 Cost of revenues: Cost of product revenues 24,314 22,527 89,529 89,529 77,374 Cost of customer support revenues 21,094 16,936 79,444 79,444 56,548 -------- -------- -------- -------- -------- Total cost of revenues 45,408 39,463 168,973 168,973 133,922 -------- -------- -------- -------- -------- Gross margin 60,882 49,086 221,669 221,669 174,781 Operating expenses: Research and development 11,759 9,990 45,723 45,723 34,585 Selling, general and administrative 29,224 23,596 104,431 104,431 82,478 Purchased in-process technology -- -- 4,910 -- -- Intellectual property settlement 14,000 -- 14,000 -- -- -------- -------- -------- -------- -------- Total operating expenses 54,983 33,586 169,064 150,154 117,063 -------- -------- -------- -------- -------- Income from operations 5,899 15,500 52,605 71,515 57,718 Interest and other income, net 1,207 1,077 7,673 5,603 2,110 -------- -------- -------- -------- -------- Income before income taxes 7,106 16,577 60,278 77,118 59,828 Provision for income taxes 2,735 6,133 25,096 29,689 22,195 -------- -------- -------- -------- -------- Net income $ 4,371 $ 10,444 $ 35,182 $ 47,429 $ 37,633 ======== ======== ======== ======== ======== Basic earnings per share $ 0.09 $ 0.22 $ 0.71 $ 0.96 $ 0.86
-7- 3 Weighted average shares outstanding 49,801 47,737 49,302 49,302 43,917 Diluted earnings per share $ 0.08 $ 0.20 $ 0.67 $ 0.91 $ 0.75 Weighted average shares outstanding- assuming dilution 52,549 52,540 52,307 52,307 52,163 (a) Excludes non-recurring items in 1997 of a $2.1 million gain on appreciated equity securities in Q2'97, a $4.9 million charge for purchased in-process technology in Q3'97, and a $14.0 million charge for an intellectual property settlement in Q4'97.
ASPECT TELECOMMUNICATIONS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
December 31, 1997 December 31, 1996 ----------------- ----------------- Assets Current assets: Cash, cash equivalents and short-term investments $ 146,216 $ 115,797 Accounts receivable, net 86,896 53,211 Inventories 12,306 15,485 Other current assets 20,413 14,731 --------------- --------------- Total current assets 265,831 199,224 Property and equipment, net 58,704 51,348 Intangible assets, net 42,654 28,888 Other assets 3,154 3,633 --------------- --------------- Total assets $ 370,343 $ 283,093 =============== =============== Liabilities and shareholders' equity Current liabilities: Accounts payable $ 9,401 $ 10,027 Notes payable-current portion 6,399 -- Accrued intellectual property settlement 14,000 -- Other accrued liabilities 50,591 29,637 Customer deposits and deferred revenue 15,626 19,481 --------------- --------------- Total current liabilities 96,017 59,145 Notes payable 6,531 4,500 Shareholders' equity 267,795 219,448 --------------- --------------- Total liabilities and shareholders' equity $ 370,343 $ 283,093 =============== ===============
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