0001104659-07-063634.txt : 20070820 0001104659-07-063634.hdr.sgml : 20070820 20070820154258 ACCESSION NUMBER: 0001104659-07-063634 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 GROUP MEMBERS: JOSEPH A. LIEMANDT GROUP MEMBERS: VERSATA ENTERPRISES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSYM CORP CENTRAL INDEX KEY: 0001005387 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042932756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48011 FILM NUMBER: 071067896 BUSINESS ADDRESS: STREET 1: 52 SECOND AVE CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6175472500 MAIL ADDRESS: STREET 1: 52 SECOND AVE CITY: BURLINGTON STATE: MA ZIP: 01803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trilogy, Inc. CENTRAL INDEX KEY: 0001296214 IRS NUMBER: 742887051 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6011 WEST COURTYARD DRIVE, SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512-874-3100 MAIL ADDRESS: STREET 1: 6011 WEST COURTYARD DRIVE, SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78730 SC 13D 1 a07-22305_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

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

	SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Gensym Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

37245R107

(CUSIP Number)

Dennis R. Cassell, Esq.

Haynes and Boone, LLP

901 Main Street

Suite 3100

Dallas, Texas 75202

(214) 651-5319

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 13, 2007

(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. o

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).

CUSIP No. 37245R107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) TRILOGY, INC. 74-2887051

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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) o N/A

	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 1,391,643

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,391,643

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 17.6%(1)

	14.	Type of Reporting Person (See Instructions) CO

(1) Based on a total of 7,923,404 shares outstanding of Common Stock of the Issuer as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed August 8, 2007.

CUSIP No. 37245R107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) VERSATA ENTERPRISES, INC. 20-5141646

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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) o N/A

	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 1,391,643

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,391,643

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 17.6%(1)

	14.	Type of Reporting Person (See Instructions) CO

(1) Based on a total of 7,923,404 shares outstanding of Common Stock of the Issuer as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed August 8, 2007.

CUSIP No. 37245R107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Joseph A. Liemandt

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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) o N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,391,643

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,391,643

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 17.6%(1)

	14.	Type of Reporting Person (See Instructions) CO

(1) Based on a total of 7,923,404 shares outstanding of Common Stock of the Issuer as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed August 8, 2007. Mr. Liemandt disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by him.

Item 1.	Security and Issuer
This Statement (this “Statement”) relates to the common stock, par value $.01 per share (the “Common Stock”), of Gensym Corporation, a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 52 Second Avenue, Burlington, Massachusetts 01803.
This Statement is being filed by Trilogy, Inc. (“Trilogy”), Versata Enterprises, Inc. (“Versata”), a wholly-owned subsidiary of Trilogy, and Joseph A. Liemandt, collectively (the “Reporting Persons”).

Item 2.	Identity and Background
2.1 Trilogy:
(a) This Statement is filed by Trilogy, a Delaware corporation. The names of the directors and executive officers of Trilogy, their citizenship and present principal occupation or employment are set forth on Schedule I hereto, which schedule is incorporated herein by reference.
(b) The principal executive offices of Trilogy are located at 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730.
(c) Trilogy is engaged in providing technology powered business services that result in transformational economic value for its customers. Trilogy also sells enterprise software and related services through its wholly-owned subsidiary Versata.
(d) and (e) During the past five years, neither Trilogy, nor, to the best of Trilogy’s knowledge, any other person named on Schedule I, have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) All of the persons named in Schedule I are citizens of the United States.
2.2 Versata:
(a) This Statement is filed by Versata, a Delaware corporation. The names of the directors and executive officers of Versata, their citizenship and present principal occupation or employment are set forth on Schedule II hereto, which schedule is incorporated herein by reference.
(b) The principal executive offices of Versata are located at 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730.
(c) Versata provides solutions for automating and simplifying the building, maintenance and ongoing evolution of large, complex, data-intensive enterprise applications and for managing and auditing product and asset portfolios. Versata’s business rules solution effectively and efficiently replaces time-intensive hand-coding efforts with simple, intuitive business rules and graphical process flow specifications, thereby accelerating implementation timing and enabling customers to deliver targeted functionality and integration.

(d) and (e) During the past five years, neither Versata, nor, to the best of Versata’s knowledge, any other person named on Schedule II, have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) All of the persons named in Schedule II are citizens of the United States.
2.3 Joseph A. Liemandt:
(a) This statement is filed by Joseph A. Liemandt.
(b) The principal executive office of Josepha A. Liemandt is located at 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730.
(c) Joseph A. Liemandt is the President and Chief Executive Officer of Trilogy, Inc. and is the Chairman of the Board of Directors of Trilogy, Inc.
(d) and (e) During the past five years, Joseph A. Liemandt, has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Joseph A. Liemandt is a citizen of the United States.

Item 3.	Source and Amount of Funds or Other Consideration
Not Applicable.

Item 4.	Purpose of Transaction
On August 13, 2007, the Board of Directors of the Issuer announced that it had signed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Issuer will be acquired by Versata. As a condition to Versata entering into the Merger Agreement, a stockholder agreement, dated as of August 13, 2007, was entered into among Versata, the Issuer, Robert B. Ashton, John A. Shane, David A. Smith and Thomas E. Swithenbank (the “Stockholder Agreement”), pursuant to which the signing stockholders, in their respective capacities as stockholders of the Issuer, each agreed, among other things, to vote their shares of the Issuer’s stock in favor of the Merger Agreement and the transactions contemplated therein. The signing stockholders also irrevocably granted to and appointed Versata as their proxy, to vote their shares in favor of the Merger Agreement and the transactions contemplated therein at any meeting of the Issuer’s stockholders.

Item 5.	Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own 1,391,643 shares of Common Stock or 17.6% of the Issuer.

(b)

	Shared Voting Power		Sole Voting Power		Shared Dispositive Power		Sole Dispositive Power
Trilogy		1,391,643		0		0		0
Versata		1,391,643		0		0		0
Joseph A. Liemandt		1,391,643		0		0		0

(c) There have been no transactions by the Reporting Persons or the persons whose names are listed on Schedules I or II in securities of the Issuer during the past sixty days.
(d) No one other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On August 13, 2007, the Board of Directors of the Issuer announced that it had signed the Merger Agreement. As a condition to Versata entering into the Merger Agreement, the Stockholder Agreement was entered into among Versata, the Issuer, Robert B. Ashton, John A. Shane, David A. Smith and Thomas E. Swithenbank, pursuant to which the signing stockholders, in their respective capacities as stockholders of the Issuer, each agreed, among other things, to vote their shares of the Issuer’s stock in favor of the Merger Agreement and the transactions contemplated therein. The signing stockholders also irrevocably granted to and appointed Versata as their proxy, to vote their shares in favor of the Merger Agreement and the transactions contemplated therein at any meeting of the Issuer’s stockholders.

Item 7.	Material to Be Filed as Exhibits
1. Stockholder Agreement, dated as of August 13, 2007, among the Issuer, Versata, Robert B. Ashton, John A. Shane, David A. Smith and Thomas E. Swithenbank. 2. Joint Filing Agreement, dated as of August 17, 2007, among Trilogy, Versata and Joseph A. Liemandt.

Signature

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

Date: August 17, 2007


	TRILOGY, INC.


	By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt
		Title:	President and Chief Executive Officer

	VERSATA ENTERPRISES, INC.


	By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt
		Title:	Assistant Secretary


	By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt

Schedule I

Trilogy, Inc. Directors and Executive Officers

The name and present principal occupation of each executive officer and director of Trilogy, Inc. is set forth below. The business address of each executive officer and director of Trilogy, Inc. is c/o Trilogy, Inc., 6011 West Courtyard Dr., Suite 300, Austin, TX 78730. All of the persons listed below are United States citizens.

Name	Position with Trilogy, Inc.	Principal Occupation (if different)
Joseph A. Liemandt	Mr. Liemandt founded Trilogy and has been a director since 1989. Mr. Liemandt has been Trilogy’s President and Chief Executive Officer since its founding.

Diane Liemandt-Reimann	Ms. Liemandt-Reimann has been a director of Trilogy since 1994.

Charles I. Frumberg	Mr. Frumberg has been a director of Trilogy since 1992.	Mr. Frumberg has been a managing member of Emancipation Capital LLC since 2002. Prior to joining Emancipation Capital, Mr. Frumberg was Co-Head of Equities at SG Cowen from 1998 to 2002.

Arthur J. Marks	Mr. Marks has been a director of Trilogy since 1992.	Mr. Marks founded Valhalla Partners in 2002, a venture capital partnership, and has been a general partner since. Prior to founding Valhalla Partners, Mr. Marks was a general partner at NEA, a venture capital partnership, from 1983 until 2001.

Dennis R. Cassell	Mr. Cassell has been a director of Trilogy since 1992.	Mr. Cassell has been a partner of the law firm Haynes and Boone, LLP for more than the past seven years.

Sean P. Fallon	Mr. Fallon is Trilogy’s Vice President of Finance and acting Chief Financial Officer. Since joining Trilogy in 1999, Mr. Fallon has also served as Trilogy’s Treasurer.

Lance A. Jones	Mr. Jones has been Trilogy’s Vice President and General Counsel since 2000. In 2005, Mr. Jones was also named Trilogy’s Secretary. Mr. Jones joined Trilogy in 1992.

Schedule II

Versata Enterprises, Inc. Directors and Executive Officers

The name and present principal occupation of each executive officer and director of Versata Enterprises, Inc. is set forth below. The business address of each executive officer and director of Versata Enterprises, Inc. is c/o Versata Enterprises, Inc., 6011 West Courtyard Dr., Suite 300, Austin, TX 78730. All of the persons listed below are United States citizens.

Name	Position with Versata Enterprises, Inc.	Principal Occupation (if different)
Joseph A. Liemandt	Mr. Liemandt has been a director since 2006. Mr. Liemandt has been Versata’s Assistant Secretary since its founding in 2006.	Mr. Liemandt founded Trilogy, Inc. and has been a director of Trilogy since 1989. Mr. Liemandt has been Trilogy’s President and Chief Executive Officer since its founding.

Sean P. Fallon	Mr. Fallon has been a director since Versata’s founding in 2006. Mr. Fallon has been Versata’s Vice President of Finance and Chief Financial Officer since its founding in 2006.	Mr. Fallon is Trilogy, Inc.’s Vice President of Finance and since 2004 has been acting as Chief Financial Officer. Since joining Trilogy in 1999, Mr. Fallon has also served as Trilogy’s Treasurer.

Dennis R. Cassell	Mr. Cassell has been a director since Versata’s founding in 2006.	Mr. Cassell has been a partner of the law firm Haynes and Boone, LLP for more than the past seven years.

Randall Jacops	Mr. Jacops has been Versata’s President and Chief Executive Officer since its founding in 2006.

Chris Smith	Mr. Smith has been Versata’s Vice President and Chief Operating Officer since its founding in 2006.

Lance A. Jones	Mr. Jones has been Versata’s Vice President, General Counsel and Secretary since its founding in 2006.	Mr. Jones has been Trilogy Inc.’s Vice President and General Counsel since 2000. In 2005, Mr. Jones was also named Trilogy’s Secretary. Mr. Jones joined Trilogy in 1992.

EXHIBIT INDEX

Exhibit No.
Exhibit 1		Stockholder Agreement, dated as of August 13, 2007, among the Issuer, Versata, Robert B. Ashton, John A. Shane, David A. Smith and Thomas E. Swithenbank.

Exhibit 2		Joint Filing Agreement, dated as of August 17, 2007, among Trilogy, Versata and Joseph A. Liemandt.

EX-99.1 2 a07-22305_1ex99d1.htm EX-99.1

Exhibit 1

STOCKHOLDER AGREEMENT

STOCKHOLDER AGREEMENT, dated as of August 13, 2007 (this “Agreement”), among the stockholders listed on the signature page(s) hereto (collectively, “Stockholders” and each individually, a “Stockholder”), Gensym Corporation, a Delaware corporation (the “Company”) and Versata Enterprises, Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

WHEREAS, as of the date hereof, the Stockholders collectively own of record and beneficially shares of capital stock of the Company, as set forth on Schedule I hereto (such shares, or any other voting or equity of securities of the Company hereafter acquired by any Stockholder prior to the termination of this Agreement, being referred to herein collectively as the “Shares”);

WHEREAS, concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, a subsidiary of Parent will be merged with and into the Company, and the Company will be the surviving corporation (the “Merger”); and

WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, Parent has required that the Stockholders agree, and in order to induce Parent to enter into the Merger Agreement, the Stockholders are willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:

Section 1. Voting of Shares.

(a) Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder will vote, or cause to be voted, all of his, her or its respective Shares (i) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other proposal, offer or agreement concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any subsidiary of the Company or any division of the Company and (iii) against any other action, agreement or transaction submitted for the vote or written consent of Stockholders that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by

the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement.

(b) Each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the stockholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

(c) Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder shall appear at each such meeting or otherwise cause the Shares as to which such Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum.

(d) The obligations of each Stockholder specified in this Section 1 shall, subject to Section 6, apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company.

Section 2. Transfer of Shares. Each Stockholder covenants and agrees that such Stockholder will not directly or indirectly (i) sell, assign, transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), pledge, encumber or otherwise dispose of any of the Shares, (ii) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) or other disposition of any Shares.

Section 3. Representations and Warranties of the Stockholders. Each Stockholder on its own behalf hereby severally represents and warrants to Parent with respect to itself and its, his or her ownership of the Shares as follows:

(a) Ownership of Shares. The Stockholder beneficially owns all of the Shares as set forth on Schedule I hereto and has good and marketable title to such Shares, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Stockholder owns no shares of Common Stock other than the Shares as set forth on Schedule I hereto. The Stockholder has sole voting power, without restrictions, with respect to all of the Shares.

(b) Power, Binding Agreement. The Stockholder has the legal capacity and all requisite power and authority to enter into and perform all of its obligations, under this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

(c) No Conflicts. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder, the Shares or any of the Stockholder’s properties or assets. Except as expressly contemplated hereby, the Stockholder is not a party to, and the Shares are not subject to or bound in any manner by, any contract or agreement relating to the Shares, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders’ agreement, partnership agreement or voting trust. Except for any informational filings with the Securities and Exchange Commission, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

Section 4. No Solicitation. Prior to the termination of this Agreement in accordance with its terms, each Stockholder agrees, in its individual capacity as a stockholder of the Company, that (i) it will not, nor will it authorize or permit any of its employees, agents and representatives to, directly or indirectly, (a) initiate, solicit or encourage any inquiries or the making of any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal, or (c) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, and (ii) it will notify Parent as soon as possible if any such inquiries or proposals are received by, any information or documents is requested from, or any negotiations or discussions are sought to be initiated or continued with, it or any of its affiliates in its individual capacity.

Section 5. Stock Dividends, etc. In the event of a stock split, stock dividend or distribution, or any change in the common stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and

distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction; provided that the foregoing shall not prevent the conversion of any of the Shares into the right to receive Merger Consideration pursuant to the Merger in accordance with the terms of the Merger Agreement.

Section 6. Termination. This Agreement shall terminate upon the earlier to occur of (i) the Effective Time or (ii) any termination of the Merger Agreement in accordance with the terms thereof; provided that no such termination shall relieve any party of liability for a willful breach hereof prior to termination.

Section 7. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

Section 8. Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Section 9. Consent and Waiver. Each Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which such Stockholder is a party or pursuant to any rights such Stockholder may have in its capacity as a Stockholder of the Company.

Section 10. Waiver of Appraisal Rights. To the fullest extent permitted by applicable law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law.

Section 11. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by each of the parties hereto.

(b) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof.

(d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:

(i) if to a Stockholder to the address set forth on the respective signature page of this Agreement;

(ii) if to the Parent to:

Versata Enterprises, Inc.
6011 West Courtyard Drive, Suite 300
Austin, TX 78730
Attn: Lance A. Jones
Telecopy: 512-874-3502

with a copy to:

Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, TX 75202
Attn: Dennis R. Cassell
Telecopy: 214-200-0788

(iii) if to the Company to:

Gensym Corporation
52 Second Avenue
Burlington, MA 01803
Attn: President
Telecopy: (781) 265-7101

with a copy to:

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: David Westenberg, Esq.
Edward Young, Esq.
Telecopy: (617) 526-6000

(f) No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns, to create any agreement of employment with any person or to otherwise create any third-party beneficiary hereto.

(g) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void, except that the Parent may assign this Agreement to any direct or indirect wholly owned subsidiary of the Parent without the consent of the Company or the Stockholder, provided that the Parent shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

(h) Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” No summary of this Agreement prepared by the parties shall affect in any way the meaning or interpretation of this Agreement.

(i) Submission to Jurisdiction. Each of the parties to this Agreement (i) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (iii) 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 (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11(e). Nothing in this Section, however, shall affect the right of any party to serve legal process in any other manner permitted by law.

(j) WAIVER OF JURY TRIAL. EACH OF THE PARENT, THE COMPANY AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARENT, THE COMPANY OR EACH STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

[Signature Page to follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or by its respective duly authorized officer as of the date first written above.


	GENSYM CORPORATION


	By:
	Name:
	Title:


	VERSATA ENTERPRISES, INC.

	By:
	Name:
	Title:

[Signature Page to Stockholder Agreement]

		STOCKHOLDERS:


		Robert B. Ashton


		Address


		Address


		John A. Shane


		Address


		Address


		David A. Smith


		Address


		Address


		Thomas E. Swithenbank


		Address


		Address

[Signature Page to Stockholder Agreement]

Schedule I

Stockholder		Number of Shares of Common Stock Owned
Robert A. Ashton		1,310,311
John A. Shane		47,875
David A. Smith		13,171
Thomas E. Swithenbank		20,286

EX-99.2 3 a07-22305_1ex99d2.htm EX-99.2

EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree, without admitting beneficial ownership, to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Gensym Corporation and further agree that this Joint Filing Agreement may be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of the 17th day of August, 2007.

TRILOGY, INC.


By:	/s/ Joseph A. Liemandt
	Name:	Joseph A. Liemandt
	Title:	President and Chief Executive Officer

VERSATA ENTERPRISES, INC.


By:	/s/ Joseph A. Liemandt
	Name:	Joseph A. Liemandt
	Title:	Assistant Secretary


By:	/s/ Joseph A. Liemandt
	Name:	Joseph A. Liemandt