0001144204-14-005829.txt : 20140204 0001144204-14-005829.hdr.sgml : 20140204 20140204155106 ACCESSION NUMBER: 0001144204-14-005829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140204 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: 14572128 BUSINESS ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-532-1500 MAIL ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 v367071_sc13da.htm SC 13D/A

 

 

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. 9)

 

Selectica, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)
 

 

816288203

 
  (CUSIP Number)  

 

Lloyd I. Miller, III, 222 Lakeview Avenue, Suite 160-365, West Palm Beach, Florida, 33401 (Tel.) (561) 287-5399

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

 

January 24, 2014

 
  (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 x.

 

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)

 

Page 1 of 8 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/A9

 

 

Page 2 of 8

 

 

 

1

 

NAME OF REPORTING PERSON

Lloyd I. Miller, III

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

¨

 

 

 

(b)

¨

 

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)

 

¨

 

 

                                                                                                     

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

1,162,928

 

8

 

SHARED VOTING POWER

2,100

 

9

 

SOLE DISPOSITIVE POWER

1,162,928

 

10

 

SHARED DISPOSITIVE POWER

2,100

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,165,028*

* The shares reported herein consist of (i) 1,051,433 shares of common stock, and (ii) Series A Warrants to purchase 113,595 shares of common stock at an exercise price of $7.75 per share.

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.6%1

 

14

 

TYPE OF REPORTING PERSON*

OO

 


1 The percentages reported in this Schedule 13D/A are based upon 4,744,763 outstanding shares of Common Stock (as described in Item 5 hereof).

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 
 

 

 

This constitutes Amendment No. 9 to the statement on Schedule 13D (the “Amendment No. 9”) 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 2121 South El Camino Real, 10th Floor, San Mateo, CA 94403. 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 manager of Milfam LLC (“Milfam LLC”), an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust A-4 (“Trust A-4”) and Trust C (“Trust C” and, collectively with Trust A-4, the “Trusts”). The Trusts and Trust D were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Mr. Miller is the investment advisor to the trustee of Trust D. Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton County, Ohio, Trust A was split into four separate trusts, one of which is Trust A-4. The Trusts were further reformed by Order of the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed advisor to Trust A-4. 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 approximately $4,374,825.00. 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 approximately $1,328,300.00. All of the Shares purchased by Trust D were purchased with funds generated and held by Trust D. The aggregate purchase price for the Shares purchased by Trust D was approximately $8,334.00.

 

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 approximately $4,395,974.00.

 

The aggregate purchase prices set forth in this Item 3 include brokerage commissions and may reflect certain cost basis adjustments.

 

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.

 

 
 

 

As previously reported, Mr. Miller had 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 determined to seek to acquire up to 20% of the Company’s outstanding common stock, and entered into a voting agreement with the Company on May 6, 2010 (the “Voting Agreement”) 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 provides that any such purchases in excess of 15% must be made on or prior to November 1, 2010. This description of the Voting Agreement is qualified in its entirety by the Voting Agreement filed as Exhibit 99.1 to Amendment No. 2 to the Statement, which is incorporated herein by reference. On December 20, 2011, the Independent Committee of the Company’s Board of Directors determined to grant Mr. Miller a limited exemption from the Rights Agreement for purchases of up to an additional 3% of the shares of the Company’s outstanding stock. As a result, Mr. Miller was able to acquire up to 23.4% of the Company’s outstanding common stock without becoming an “Acquiring Person” within the meaning of the Rights Agreement.

 

As previously reported, Mr. Miller had indicated to the Company an interest in acquiring additional shares of common stock of the Company without becoming an “Acquiring Person” within the meaning of the Rights Agreement. On December 17, 2012, the Independent Committee of the Company’s Board of Directors determined to grant Mr. Miller a limited exemption from the Rights Agreement for purchases of up to an additional 2% of the shares of the Company’s outstanding stock. As a result, Mr. Miller may acquire up to 25.2% of the Company’s outstanding common stock without becoming an “Acquiring Person” within the meaning of the Rights Agreement.

 

As previously reported, Trust C, Trust A-4 and Milfam II entered into a purchase agreement with the Company and other investors, dated as of May 31, 2013 (the “2013 Purchase Agreement”) and a registration rights agreement, dated as of May 31, 2013 (the “2013 Reg Rights Agreement”), and, in connection therewith, received in the aggregate (i) 162,145 shares of common stock (the “Stock”), (ii) 65,047 of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”), par value $0.0001 per share, convertible into common stock at a conversion price of $7.00 per Preferred Share, and (iii) Series A warrant to purchase 113,595 shares of common stock (the “Series A Warrant”) at an exercise price of $8.75 per share (subsequently amended to $7.75 per share under the Warrant Amendment (defined below)), which became exercisable on December 1, 2013 (all of the foregoing, the “2013 Private Placement”). The form of 2013 Purchase Agreement and form of 2013 Reg Rights Agreement were filed as Exhibit 10.1 and 10.3, respectively, to the 8-K/A filed by the Company on June 4, 2013 (the “May 31, 2013 8-K/A”) and are incorporated herein by reference. With respect to the Series C Preferred Stock and Series A Warrant, the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (“Series C Designation Certificate”) and Form of Series A Warrant to Purchase Common Stock, dated as of May 31, 2013 (“Series A Warrant”) were filed as Exhibits 3.1 and 10.4, respectively to the May 31, 2013 8-K/A and are incorporated herein by reference.

 

In connection with the foregoing, Trust D, Trust A-4, Trust C and Milfam II entered into that certain voting agreement, dated as of May 31, 2013 (the “June Voting Agreement”) with the Company and other stockholders set forth therein, whereby they agreed to vote in favor of the financing at the next annual stockholders meeting. The form of June Voting Agreement was filed as Exhibit 10.6 to the 8-K/A and is incorporated herein by reference.

 

 
 

 

As set forth in Amendment No. 8 filed by the Reporting Person, on October 10, 2013 (the “Amendment No. 8”), a material change occurred in the percentage of the Shares beneficially owned by the Reporting Person. The material change in the percentage of shares owned by the Reporting Person was a result of (i) the automatic conversion of the Series C Preferred Stock into shares of common stock upon shareholder approval at the stockholders meeting on September 10, 2013, and (ii) the Series A Warrants being within sixty days of the exercise date, both of which are Exempt Transaction (as defined in the Rights Agreement) for purposes of the 2013 Rights Agreement.

 

The Reporting Person also reported that it entered into that certain Amendment to Series A Warrants, dated as of September 4, 2013 among the Company and the holders of warrants, which was filed as Exhibit 10.1 to the Form 8-K and incorporated herein by reference, which revised the exercise price of the Series A Warrants from $8.75 per share to $7.75 per share.

 

This Amendment No. 9 is being filed to report that, since the filing of the Amendment No. 8, Trust C, Trust A-4 and Milfam II entered into a purchase agreement with the Company and other investors, dated as of January 24, 2014 (the “2014 Purchase Agreement”) and a registration rights agreement, dated as of January 24, 2014 (the “2014 Reg Rights Agreement”), and, in connection therewith, received in the aggregate (i) 169,199 shares of common stock (the “2014 Stock”), (ii) 15,046.9 of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”), par value $0.0001 per share, convertible into common stock at a conversion price of $6.00 per Preferred Share, and (iii) warrant to purchase 159,884 shares of common stock (the “2014 Warrant”) at an exercise price of $7.00 per share, which will become exercisable on July 24, 2014 (all of the foregoing, the “2014 Private Placement”). The form of Purchase Agreement and form of Reg Rights Agreement were filed as Exhibit 10.1 and 10.2, respectively, to the 8-K/A filed by the Company on January 27, 2014 (the “January 27, 2014 8-K/A”) and are incorporated herein by reference. With respect to the Series D Preferred Stock and Warrant, the Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Designation Certificate”) and Form of Warrant to Purchase Common Stock, dated as of January 24, 2014 (“2014 Form Warrant”) were filed as Exhibits 3.1 and 10.3, respectively to the January 27, 2014 8-K/A and are incorporated herein by reference.

 

In connection with the foregoing, Trust D, Trust A-4, Trust C and Milfam II entered into that certain voting agreement, dated as of January 24, 2014 (the “January Voting Agreement”) with the Company and other stockholders set forth therein, whereby they agreed to vote in favor of the financing at the next annual stockholders meeting. The form of January Voting Agreement was filed as Exhibit 10.4 to the January 27, 2014 8-K/A and is incorporated herein by reference.

 

Except as described above in this Item 4 and herein, Mr. Miller 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. Mr. Miller reserves the right to change plans and take any and all actions that the Mr. Miller 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 Mr. Miller in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. Mr. Miller 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 1,165,028 Shares, which is equal to approximately 24.6% of the 4,744,763 outstanding Shares. As of the date hereof, 419,888 of such beneficially owned Shares are owned of record by Trust A-4 (includes a Series A Warrant to purchase 40,894 shares of common stock), 116,438 of such beneficially owned Shares are owned of record by Trust C (includes a Series A Warrant to purchase 11,359 shares of common stock), 2,100 of such beneficially owned Shares are owned of record by Trust D, and 626,602 of such beneficially owned Shares are owned of record by Milfam II (includes a Series A Warrant to purchase 61,342 shares of common stock).

 

Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the 4,744,763 outstanding Shares referenced above is the sum of the following amounts: (i) 3,865,563 Shares based on the Issuer’s Form 10-Q filed on November 13, 2013, (ii) warrants to purchase 113,595 shares of common stock at an exercise price of $7.75 per share and (iii) 765,605 shares issued per the transaction described in Item 4.

 

(b) Mr. Miller may be deemed to have sole voting and dispositive power for all Shares held of record by Trust A-4, Trust C and Milfam II. Mr. Miller may be deemed to have shared voting and dispositive power for all such shares held of record by Trust D.

 

(c) The following table details the transactions effected by Mr. Miller in the past 60 days.

  

  Trust A-4  
Date of Transaction Number of Shares Purchased Price Per Share
January 24, 2014 60,947 $6.00

 

 

  Trust C  
Date of Transaction Number of Shares Purchased Price Per Share
January 24, 2014 16,930 $6.00
  Milfam II  
Date of Transaction Number of Shares Purchased Price Per Share
January 24, 2014 91,422 $6.00

  

(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

 

Item 6 is amended and restated in its entirety as follows:

 

Item 4 of this Schedule 13D/A is incorporated herein by reference.

 

Item 7.Materials to be Filed as Exhibits:

 

Item 7 is amended and restated in its entirety as follows:

 

Exhibit 99.1Voting Agreement (Filed as Exhibit Number 99.1 to Amendment No. 2 to the Statement, filed by the Reporting Person with the Securities and Exchange Commission on May 21, 2010 and incorporated herein by reference).

 

Exhibit 99.2Designation Certificate (Filed as Exhibit 3.1 to Form 8-K/A by the Company with the Securities and Exchange Commission on June 4, 2013 and incorporated herein by reference).

 

Exhibit 99.3Purchase Agreement (Filed as Exhibit 10.1 to Form 8-K/A by the Company with the Securities and Exchange Commission on June 4, 2013 and incorporated herein by reference).

 

Exhibit 99.4Reg Rights Agreement (Filed as Exhibit 10.3 to Form 8-K/A by the Company with the Securities and Exchange Commission on June 4, 2013 and incorporated herein by reference).

 

Exhibit 99.5Series A Warrant (Filed as Exhibit 10.4 to Form 8-K/A by the Company with the Securities and Exchange Commission on June 4, 2013 and incorporated herein by reference).

 

Exhibit 99.6June Voting Agreement (Filed as Exhibit 10.6 to Form 8-K/A by the Company with the Securities and Exchange Commission on June 4, 2013 and incorporated herein by reference).

 

Exhibit 99.7Amendment to Series A Warrants (Filed as Exhibit 10.1 to Form 8-K by the Company with the Securities and Exchange Commission on September 4, 2013 and incorporated herein by reference).

 

Exhibit 99.8Series D Designation Certificate (Filed as Exhibit 3.1 to Form 8-K by the Company with the Securities and Exchange Commission on January 27, 2014 and incorporated herein by reference).

 

Exhibit 99.92014 Purchase Agreement (Filed as Exhibit 10.1 to Form 8-K by the Company with the Securities and Exchange Commission on January 27, 2014 and incorporated herein by reference).

 

 
 

 

 

Exhibit 100.02014 Reg Rights Agreement (Filed as Exhibit 10.2 to Form 8-K by the Company with the Securities and Exchange Commission on January 27, 2014 and incorporated herein by reference).

 

Exhibit 100.102014 Warrant (Filed as Exhibit 10.3 to Form 8-K by the Company with the Securities and Exchange Commission on January 27, 2014 and incorporated herein by reference).

 

Exhibit 100.20January Voting Agreement (Filed as Exhibit Number 10.4 to Form 8-K by the Company with the Securities and Exchange Commission on January 27, 2014 and incorporated herein by reference).

 

 
 

 

 

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: February 4, 2014
    
 By: /s/ Lloyd I. Miller, III
   Lloyd I. Miller, III