-----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, BlQsWEiymrp3hvgie294CrBK4HanMK1oCFTn/o6t8PIkrKzN6YZ4BT9PrSEFYak7 JRZZc5/rqSN6McHZW8+vGw== 0000950123-10-045455.txt : 20100506 0000950123-10-045455.hdr.sgml : 20100506 20100506154913 ACCESSION NUMBER: 0000950123-10-045455 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100506 DATE AS OF CHANGE: 20100506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECTICA INC CENTRAL INDEX KEY: 0001090908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770432030 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60961 FILM NUMBER: 10807987 BUSINESS ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-570-9700 MAIL ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 SC 13D/A 1 y84370sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)

Selectica, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
816288203
(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 30, 2010
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box þ.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

1 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 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.
 
816288203 
13D/A1 Page  
  of   

 

           
1   NAME OF REPORTING PERSON

Lloyd I. Miller, III
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  PF-AF-OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   208,560*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   206,439*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   208,560*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    206,439*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  414,999*
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  14.8%
     
14   TYPE OF REPORTING PERSON*
   
  IA-OO
* On or about February 24, 2010, the company effected a reverse stock split of 1-for-20 shares of Selectica, Inc.’s common stock.
* SEE INSTRUCTIONS BEFORE FILLING OUT!


 

     This constitutes Amendment No. 1 to the statement on Schedule 13D (the “Amendment No. 1”) filed on behalf of Lloyd I. Miller III (“Mr. Miller” or the “Reporting Person”), dated and filed December 1, 2009 (the “Statement”), relating to the common stock, $0.0001 par value per share, of Selectica, Inc. (the “Company”). The Company’s principal executive office is located at 1740 Technology Drive, Suite 450, San Jose, CA 95110. This Amendment No. 1 is being filed to report that since the filing of the Statement, dated December 1, 2009, a material change occurred in the percentage of the shares of Company common stock (“Shares”) beneficially owned by Mr. Miller. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and restated in its entirety as follows:
     Mr. Miller is the investment advisor to the trustee of Trust A-4 and Trust C (collectively, the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, Trust A was split into four separate trusts. All of the Shares purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the Shares purchased by Trust A-4 was $2,569,180.45. All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was $975,429.57.
     Mr. Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares purchased by Milfam II was $1,701,054.59.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended and restated in its entirety as follows:
     As previously reported, Mr. Miller believes that it would be in his best interests, and those of other shareholders, to attempt to influence the governance and business strategies of the Company. Based on Mr. Miller’s evaluation of the Company’s financial performance, Mr. Miller determined that he may seek to contact the Company’s Board of Directors or management from time to time in order to engage in discussions regarding governance and enhancing shareholder value.
     Mr. Miller previously indicated to the Company an interest in acquiring additional Shares without becoming an “Acquiring Person” within the meaning of the Amended and Restated Rights Agreement between Selectica and Wells Fargo Bank, N.A., as Rights Agent, dated January 2, 2009, as amended (the “Rights Agreement”). As reported by the Company, the Review Committee of the Company’s Board of Directors granted an exemption under the Rights Agreement to three stockholders, including Mr. Miller and his affiliates, so that each may acquire beneficial ownership of additional shares of the Company’s outstanding common stock, subject to certain conditions and limitations. Mr. Miller has determined to seek to acquire up to 20% of the Company’s outstanding common stock and will seek to enter into a mutually acceptable voting agreement with the Company so that any such Shares in excess of 15% would be voted to mirror the votes (pro and con) of all stockholders not subject to such a voting agreement. Such voting agreement will provide that any such purchases in excess of 15% must be made on or prior to November 1, 2010.
     Except as described above in this Item 4 and herein, the Reporting Person does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.


 

Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
     (a) Mr. Miller may be deemed to beneficially own 414,999 Shares, which is equal to approximately 14.8% of the total number of outstanding Shares, based on 2,808,995 Shares outstanding as reported in the Company’s Form 10-K filed on February 12, 2010 and further calculated to take into account the reverse stock split of 1-for-20 shares on February 24, 2010. As of the date hereof, 141,009 of such beneficially owned Shares are owned of record by Trust A-4, 65,430 of such beneficially owned Shares are owned of record by Trust C, and 208,560 of such beneficially owned Shares are owned of record by Milfam II.
     (b) Mr. Miller may be deemed to have shared voting and dispositive power for all Shares held of record by Trust A-4 and Trust C. Mr. Miller may be deemed to have sole voting and dispositive power for all Shares held of record by Milfam II.
     (c) The following table details the transactions effected by Mr. Miller in the past 60 days.
Milfam II L.P.
                 
Date of Transaction   Number of Shares Purchased   Price Per Share
April 26, 2010
    1,398     $ 5.25  
April 27, 2010
    800     $ 5.4899  
April 30, 2010
    160,000     $ 5.75  
     (d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
     (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
          Not Applicable.
Item 7. Materials to be Filed as Exhibits:
          Not Applicable.


 

     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.
Dated: May 6, 2010
         
     
  By:   /s/ Lloyd I. Miller, III    
    Lloyd I. Miller, III   
       
 

-----END PRIVACY-ENHANCED MESSAGE-----