SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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)
Selectica, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
816288104
(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)
March 31, 2005
(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), (f) or (g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) 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).
SCHEDULE 13D
| CUSIP No. 816288104 | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trilogy Capital Holdings Corporation |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS
AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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
2,250,994 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,250,994 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,994 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (1) |
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| 14 | TYPE OF REPORTING PERSON
CO |
| (1) | Based on a total of 32,725,124 shares outstanding of Common Stock of the Issuer as disclosed in the Form 10-Q for the fiscal quarter ended December 31, 2004. |
2
| CUSIP No. 816288104 | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trilogy, Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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
2,250,994 (1) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,250,994 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,994 (1) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (1), (2) |
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| 14 | TYPE OF REPORTING PERSON
CO |
| (1) | The shares of Common Stock of Selectica, Inc. are registered in the name of Trilogy Capital Holdings Corporation. Trilogy, Inc. is the parent of Trilogy Capital Holdings Corporation. |
| (2) | Based on a total of 32,725,124 shares outstanding of Common Stock of the Issuer as disclosed in the Form 10-Q for the fiscal quarter ended December 31, 2004. |
3
| CUSIP No. 816288104 | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph A. Liemandt |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,250,994 (1) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,250,994 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,994 (1) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (1), (2) |
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| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | The shares of Common Stock of Selectica, Inc. are registered in the name of Trilogy Capital Holdings Corporation. Mr. Liemandt is a member of the Board of Directors, President and Chief Executive Officer of each of Trilogy Capital Holdings Corporation and Trilogy, Inc. Trilogy, Inc. is the parent of Trilogy Capital Holdings Corporation. Mr. Liemandt is a majority stockholder of Trilogy, Inc. Through his ownership of securities of Trilogy, Inc., Mr. Liemandt has the right to cause to be elected a majority of the Board of Directors of Trilogy Capital Holdings Corporation. As a result, Mr. Liemandt may, under the rules of the Securities and Exchange Commission, be deemed to be the beneficial owner of the shares of Common Stock of Selectica, Inc. beneficially owned by Trilogy Capital Holdings Corporation. Mr. Liemandt disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by him. |
| (2) | Based on a total of 32,725,124 shares outstanding of Common Stock of the Issuer as disclosed in the Form 10-Q for the fiscal quarter ended December 31, 2004. |
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this “Statement”) relates to the acquisition by Trilogy Capital Holdings Corporation (“Trilogy Capital”) of 2,250,994 shares (the “Shares”) of the common stock, par value $0.0001 (the “Common Stock”) of Selectica, Inc., a Delaware corporation (“Selectica” or the “Issuer”). The address of the principal executive offices of Selectica is 3 West Plumeria Drive, San Jose, California 95134.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Statement are Trilogy Capital, a Delaware corporation, Trilogy, Inc., a Delaware corporation, and Joseph A. Liemandt (“Liemandt”) (collectively, the “Trilogy Filing Persons”).
The Trilogy Filing Persons may be deemed to be a “group” for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules thereunder (the “Act”), although each reporting person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group.” The filing of this Statement and the Joint Filing Agreement attached hereto as Exhibit 1 should not be construed to be an admission that the Trilogy Filing Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
(b) The principal business address and principal office address of each of the Trilogy Filing Persons are 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730.
(c) Trilogy Capital was created for the limited purpose of investing in securities. Trilogy, Inc. is the parent holding company of Trilogy Capital. Through its wholly-owned subsidiaries, the principal business of Trilogy, Inc is the development, marketing, and sales of industry specific enterprise software. Liemandt is Chairman of the Board of Directors, President and Chief Executive Officer of Trilogy, Inc. and is a member of the Board of Directors, President and Chief Executive Officer of Trilogy Capital.
(d) and (e) During the past five years, none of the Trilogy Filing Persons or any other person named in this Item 2 have been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
(f) All of the natural persons named in this Item 2 are citizens of the United States.
The executive officers and directors of Trilogy Capital and Trilogy, Inc. are set forth in Schedule A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The acquisition of the Shares and the payment of related fees and expenses by Trilogy Capital required approximately $8,170,265 and was obtained from funds provided to Trilogy Capital from an affiliate of Trilogy Capital.
ITEM 4. PURPOSE OF TRANSACTION
The Trilogy Filing Persons have acquired their Shares because they believe that investor assessment of the Issuer’s intrinsic value as reflected in the market price of the Shares is too low. The
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Trilogy Filing Persons further believe that the Issuer may or should be a candidate for a transaction involving a leveraged buy-out or sale of the company. For approximately two (2) years prior to January 10, 2005, Trilogy, Inc. had discussions with the management of the Issuer regarding a possible acquisition of the Issuer by Trilogy, Inc., directly or indirectly. On January 10, 2005, Trilogy, Inc. sent a letter to the Issuer in which Trilogy, Inc., directly or through a wholly owned subsidiary, proposed to acquire all of the outstanding stock of the Issuer at a cash price of $4.00 per share on a fully diluted basis, a twenty percent (20%) premium based on the most recent closing price prior to January 10, 2005. The pricing of the proposal assumed that the Issuer failed to acquire I-Many, Inc. If the Issuer did acquire I-Many, Inc., Trilogy, Inc. proposed to adjust the $4.00 per share purchase price. A copy of the January 10, 2005 letter is attached hereto as Exhibit 2. On January 19, 2005, the Issuer issued a press release in which it stated that its board of directors, consistent with its fiduciary duties, would meet to review and discuss the Trilogy, Inc. proposal. On January 31, 2005, the Issuer issued a press release announcing that its board of directors had unanimously rejected Trilogy, Inc.’s offer. Since January 31, 2005, through the Trilogy, Inc. financial advisor, Trilogy, Inc. has attempted to initiate discussion with the Issuer through its financial advisor. The Trilogy Filing Persons have no knowledge of any other transaction that is or may be under consideration by the Issuer or any Third Party.
The Trilogy Filing Persons intend to review on a continuing basis their investment in the Issuer. Depending upon the factors discussed below and any other factors that are or become relevant, the Trilogy Filing Persons may acquire additional shares of Common Stock of the Issuer in open market or privately negotiated transactions; may sell all or part of the Shares of the Issuer in open market or privately negotiated transactions; may recommend to management of the Issuer one or more transactions involving the sale of all or a part of the equity interest in the Issuer; may make to the management of the Issuer a proposal for the acquisition by the Trilogy Filing Persons and others of all or a part of the equity interest in the Issuer; or may engage in any combination of the foregoing. Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions may be made at any time without additional prior notice.
Any alternative that the Trilogy Filing Persons might pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the Common Stock, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities available to the Trilogy Filing Persons, general stock market and economic conditions, tax considerations and other factors.
Although the foregoing reflects activities presently contemplated by the Trilogy Filing Persons with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that the Trilogy Filing Persons will take any of the actions set forth above. Except as set forth herein, the Trilogy Filing Persons have no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the Trilogy Filing Persons may be deemed to beneficially own the 2,250,994 Shares of Selectica (see disclaimer in Item 2(a)).
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(b)
| Sole Voting Power |
Shared Voting Power |
Sole Power |
Shared Dispositive Power | |||||
| Trilogy Capital Holdings Corporation |
0 | 2,250,994 | 0 | 2,250,994 | ||||
| Trilogy, Inc. |
0 | 2,250,994 | 0 | 2,250,994 | ||||
| Joseph A. Liemandt |
0 | 2,250,994 | 0 | 2,250,994 |
(c) Other than the acquisition of the Shares described below by Trilogy Capital on the open market using funds provided to Trilogy Capital from an affiliate of Trilogy Capital, there have been no other Shares acquired by the Trilogy Filing Persons within the last 60 days.
| Date of Purchase |
No. of Shares Purchased |
Price Per Share | ||
| 3-10-05 |
400 | 3.1800 | ||
| 3-14-05 |
27,700 | 3.1963 | ||
| 3-15-05 |
8,500 | 3.1989 | ||
| 3-16-05 |
2,000 | 3.2160 | ||
| 3-17-05 |
16,300 | 3.2034 | ||
| 3-18-05 |
10,616 | 3.2084 | ||
| 3-21-05 |
6,700 | 3.2018 | ||
| 3-22-05 |
2,000 | 3.2155 | ||
| 3-23-05 |
32,678 | 3.2005 | ||
| 3-24-05 |
25,500 | 3.2069 | ||
| 3-28-05 |
6,700 | 3.2195 | ||
| 3-29-05 |
17,400 | 3.1935 | ||
| 3-30-05 |
12,100 | 3.2130 | ||
| 3-31-05 |
13,900 | 3.2040 | ||
| 4-1-05 |
16,200 | 3.3487 | ||
| 4-4-05 |
52,000 | 3.3027 | ||
| 4-5-05 |
310,000 | 3.3937 | ||
| 4-6-05 |
252,000 | 3.4500 |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except for the documents described in this Item 6 and the relationships among the Trilogy Filing Persons described in Item 2, there are no contracts, arrangements, understandings or relationships of the type described in Item 6 of Schedule 13D among the persons named in Item 2 to this Statement and between such persons and any person with respect to the securities of the Issuer.
A Joint Filing Agreement dated April 11, 2005, by and among the Trilogy Filing Persons, was executed solely to allow joint filing of this Schedule 13D under Securities and Exchange Commission (the “SEC”) Rule 13d-1(k).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit 1 | Joint Filing Agreement dated as of April 11, 2005, by and among Trilogy Capital, Trilogy, Inc. and Liemandt. | |
| Exhibit 2 | Letter dated January 10, 2005 to Selectica, Inc. from Trilogy, Inc. | |
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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: April 11, 2005 |
TRILOGY CAPITAL HOLDINGS CORPORATION | |||
| By: |
/s/ Sean P. Fallon | |||
| Name: |
Sean P. Fallon | |||
| Title: |
Treasurer | |||
| TRILOGY, INC. | ||||
| By: |
/s/ Sean P. Fallon | |||
| Name: |
Sean P. Fallon | |||
| Title: |
Vice President Finance | |||
| /s/ Joseph A. Liemandt | ||||
| Joseph A. Liemandt | ||||
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Schedule A
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 |
Director, Chairman of the Board, Chief Executive Officer and President | |||
| Charles I. Frumberg |
Director | Principal of Emancipation Capital | ||
| Diane R. Liemandt-Reimann |
Director | Private Investor | ||
| Dennis R. Cassell |
Director, Secretary | Partner of Haynes and Boone, LLP | ||
| Arthur J. Marks |
Director | General Partner of Valhalla Partners | ||
| Henry F. McCance |
Director | Chairman of Greylock Partners | ||
| Lance Jones |
Vice President, General Counsel and Assistant Secretary | |||
| Sean P. Fallon |
Vice President Finance | |||
Trilogy Capital Holdings Corporation Directors and Executive Officers
The name and present principal occupation of each executive officer and director of Trilogy Capital Holdings Corporation is set forth below. The business address of each executive officer and director of Trilogy Capital Holdings Corporation 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 Capital Holdings Corporation |
Principal Occupation (if different) | ||
| Joseph A. Liemandt |
Director, Chief Executive Officer and President | Chairman of the Board, Chief Executive Officer and President of Trilogy, Inc. | ||
| Dennis R. Cassell |
Director, Secretary | Partner of Haynes and Boone, LLP | ||
| Sean P. Fallon |
Director, Treasurer | Vice President Finance of Trilogy, Inc. | ||
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement dated as of April 11, 2005, by and among Trilogy Capital, Trilogy, Inc. and Liemandt. | |
| Exhibit 2 | Letter dated January 10, 2005 to Selectica, Inc. from Trilogy, Inc. | |
EXHIBIT 1
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 Selectica, Inc. 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 11th day of April, 2005.
| TRILOGY CAPITAL HOLDINGS CORPORATION | ||
| By: |
/s/ Sean P. Fallon | |
| Sean P. Fallon | ||
| Treasurer | ||
| TRILOGY, INC. | ||
| By: |
/s/ Sean P. Fallon | |
| Sean P. Fallon | ||
| Vice President Finance | ||
| /s/ Joseph A. Liemandt | ||
| Joseph A. Liemandt | ||
EXHIBIT 2
LETTER DATED JANUARY 10, 2005 TO
SELECTICA, INC. FROM TRILOGY, INC.
TRILOGY®
January 10, 2005
Mr. Vince Ostrosky
CEO, Chairman of the Board
Selectica, Inc.
3 West Plumeria Drive
San Jose, CA 95134
Gentlemen:
You may be aware that during the last two years Trilogy and Selectica have engaged in discussions regarding a potential business relationship. We continue to believe that an acquisition of Selectica by Trilogy provides the best alternative and value for your shareholders, your employees and your customers. This letter outlines the terms under which Trilogy, Inc., directly or through a wholly owned subsidiary, proposes to acquire all of the outstanding shares of Selectica.
We propose a transaction whereby the entire equity interest of Selectica would be acquired by Trilogy for a cash consideration of $4.00 per share on a fully diluted basis. The proposal is conditioned upon acquiring 100% of the capital stock of Selectica free and clear of any options, liens or other claims. In addition, the proposal is based on the assumption that Selectica’s pending acquisition of I-Many, Inc.(“I-Many”) will not be consummated in light of the fact that I-Many’s largest shareholder has publicly stated that it intends to vote against the merger with Selectica. If Selectica’s acquisition of I-Many proceeds and is consummated, we would adjust the proposed purchase price per share.
To further demonstrate our interest in this acquisition, we have accumulated in excess of 4% of Selectica’s outstanding stock. As a shareholder, we have watched with interest and concern the recent direction of the company. This has confirmed our belief that a transaction as contemplated in this letter is in the best interest of Selectica shareholders. That belief is based on several factors including:
| 1. | The offer represents a (20.0%) premium based on the most recent closing price. |
| 2. | Selectica continues to operate at a loss and we are concerned that the continuing revenue attrition combined with operating losses will further erode shareholder value. Over the last twelve months alone Selectica has lost in excess of $13 million on an operating income basis. |
| 3. | The cash offer provides an immediate liquidity event for all Selectica shareholders. Give the current trading volume in Selectica stock it would take approximately one year for all shares to be traded one time in the market. |
Furthermore, we are intimately familiar with the configuration software space and believe our collective expertise would add greatly to the strength of a combined business.
The purchase price will be provided from Trilogy’s currently available funds. This proposal is subject to satisfactory completion of our due diligence investigation of Selectica which we are prepared to commence immediately. Such due diligence investigation would be conducted by accountants, technical employees, attorneys and other advisors selected by Trilogy and would be governed by the Mutual Nondisclosure Agreement by and between Trilogy and Selectica, dated August 20, 2004.
We anticipate that a definitive merger agreement would be negotiated and entered into as soon as possible that would contemplate a meeting of your stockholders to approve the combination. The agreement would contain representations, warranties, covenants and conditions customary in similar transactions, including compliance with applicable statutory, regulatory, charter and contractual requirements as well as the obtaining of all necessary third party consents.
We are prepared to meet with you and your advisors immediately to discuss this proposal in more detail and look forward to your early response. We ask that you contact Sean Fallon, Vice President of Finance, at (512) 874-4021 as soon as possible but in no event later than Friday, January 14, 2005.
Sincerely,
Trilogy, Inc.
| /s/ Joseph A. Liemandt |
| Joseph A. Liemandt |
| President and CEO |