0001104659-08-061300.txt : 20080930 0001104659-08-061300.hdr.sgml : 20080930 20080930172451 ACCESSION NUMBER: 0001104659-08-061300 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080930 DATE AS OF CHANGE: 20080930 GROUP MEMBERS: JOSEPH A. LIEMANDT GROUP MEMBERS: VERSATA ENTERPRISES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASTEA INTERNATIONAL INC CENTRAL INDEX KEY: 0000945989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232119058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49091 FILM NUMBER: 081097978 BUSINESS ADDRESS: STREET 1: 240 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156822500 MAIL ADDRESS: STREET 1: 240 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 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/A 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/A 1 a08-24641_1sc13da.htm AMENDMENT

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1) *

ASTEA INTERNATIONAL INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04622E208

(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)

September 29, 2008

(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. 04622E208

1. Names of Reporting Persons.

Versata Enterprises, Inc.

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

(a) o

(b) ý

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6. Citizenship or Place of Organization

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7. Sole Voting Power

225,076

8. Shared Voting Power

9. Sole Dispositive Power

225,076

10. Shared Dispositive Power

11. Aggregate Amount Beneficially Owned by Each Reporting Person

225,076

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)

6.3%

14. Type of Reporting Person (See Instructions)

CUSIP No. 04622E208

1. Names of Reporting Persons.

Trilogy, Inc.

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

(a) o

(b) ý

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6. Citizenship or Place of Organization

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7. Sole Voting Power

225,076

8. Shared Voting Power

9. Sole Dispositive Power

225,076

10. Shared Dispositive Power

11. Aggregate Amount Beneficially Owned by Each Reporting Person

225,076

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)

6.3%

14. Type of Reporting Person (See Instructions)

CUSIP No. 04622E208

1. Names of Reporting Persons.

Joseph A. Liemandt

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

(a) o

(b) ý

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6. Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7. Sole Voting Power

225,076

8. Shared Voting Power

9. Sole Dispositive Power

225,076

10. Shared Dispositive Power

11. Aggregate Amount Beneficially Owned by Each Reporting Person

225,076

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)

6.3%

14. Type of Reporting Person (See Instructions)

IN/HC

This Amendment No. 1 reflects changes to the information in the Schedule 13D relating to the common stock of the issuer filed September 4, 2008 by the reporting persons with the Commission (the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4. Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure immediately prior to the last paragraph of Item 4 of the Schedule 13D:

“On September 29, 2008, Versata delivered a letter to the board of directors of the issuer to (i) express serious concerns with respect to the recently reported transaction between the issuer and the issuer’s CEO, Zach Bergreen, that appears to Versata to have not been negotiated at arms-length and (ii) propose an alternative transaction that Versata believes is clearly superior to, and offers significantly more value to all shareholders of the issuer than, the recently reported transaction.

The letter is furnished herewith as Exhibit 99.2 hereto and incorporated herein by reference.”

Item 5. Interest in Securities of the Issuer.

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the reporting persons are described below.


Transaction Date	Effecting Person(s)	Shares Acquired	Shares Disposed	Price Per Share	Description of Transaction

September 4, 2008	Versata Enterprises, Inc.	19,576	0	$3.0552 (1)	Open market purchase
September 26, 2008	Versata Enterprises, Inc.	0	10,000	$3.5060 (1)	Open market sale

(1) Excludes commission of $0.02 per share.

Except as otherwise described herein, no transactions in the common stock of the issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any reporting person.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The following exhibits are filed as exhibits hereto:


Exhibit				Description of Exhibit

24.1				Joint Filing Agreement and Power of Attorney (incorporated herein by reference from Exhibit 24.1 to the Schedule 13D related to the common stock of the issuer filed September 4, 2008 by the reporting persons with the Commission)

99.1				Additional Information (incorporated herein by reference from Exhibit 99.1 to the Schedule 13D related to the common stock of the issuer filed September 4, 2008 by the reporting persons with the Commission)

99.2				Letter dated September 29, 2008 (furnished herewith)

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:	September 30, 2008	VERSATA ENTERPRISES, INC.

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

	September 30, 2008	TRILOGY, INC.

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

	September 30, 2008	JOSEPH A. LIEMANDT

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

EXHIBIT INDEX


Exhibit				Description of Exhibit

24.1				Joint Filing Agreement and Power of Attorney (incorporated herein by reference from Exhibit 24.1 to the Schedule 13D related to the common stock of the issuer filed September 4, 2008 by the reporting persons with the Commission)

99.1				Additional Information (incorporated herein by reference from Exhibit 99.1 to the Schedule 13D related to the common stock of the issuer filed September 4, 2008 by the reporting persons with the Commission)

99.2				Letter dated September 29, 2008 (furnished herewith)

EX-99.2 2 a08-24641_1ex99d2.htm EX-99.2

Exhibit 99.2

Versata, Inc. 6011 West Courtyard Drive, Austin, Texas 78730 ph 512.874.3100 fx 512.874.8900

September 29, 2008

Board of Directors
Astea International, Inc.
240 Gibraltar Road
Horsham, PA 19044-2306
USA

Dear Astea Board,

As you know, Versata Enterprises, Inc. (Versata) is a significant shareholder in Astea International, Inc. (“Astea”). As such, we follow the activities of Astea very carefully. We were very surprised by the recently reported preferred stock investment made by Astea’s CEO, Zack Bergreen, and approved by Astea’s board (the “Bergreen Transaction”). Versata is seriously troubled by the potential ramifications of this transaction on the value of our investment and even more troubled that this Bergreen Transaction clearly appears not to have been negotiated at arms length.

Our interests and the interests of all Astea minority shareholders, with the exception of Mr. Bergreen, have been significantly diluted by the issuance of the preferred shares and the dividend and other rights provided to Mr. Bergreen. We are also concerned that the timing of the Bergreen Transaction is not coincidental. Only a few weeks prior to your approval of the Bergreen Transaction, Versata had clearly expressed to Mr. Bergreen our interest as an investor and potential acquirer of Astea. As you know, we have filed a 13-D disclosing our position.

Astea’s management and Board would have clearly understood that had we been informed of this transaction, we would likely have improved the terms of the transaction for all shareholders. Accordingly, we now propose that Astea Board reconsider the Bergreen Transaction and instead enter into a transaction with Versata that offers more value to Astea shareholders. We propose that Versata will acquire 826,446 shares of newly issued common stock at $3.63 per share. Obviously, this deal is more attractive than the Bergreen Transaction to Astea shareholders as it provides for the same amount of capital but does not impose the less favorable terms associated with the preferred stock transaction. Considering the size of the investment Versata would have in Astea, we also expect to be provided a board seat.

We are concerned that the board failed to carry out its duties to protect the shareholders of Astea and believe a market process is essential. I will look forward to your response.

Regards,

/s/ Sean Fallon
Sean Fallon
Chief Financial Officer
Versata Enterprises, Inc.

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