UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant [X]
Filed
by
a Party other than the Registrant [ ]
Check
the
appropriate box:
[
]
Preliminary Proxy Statement
[
]
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X]
Definitive Proxy Statement
[
]
Definitive Additional Materials
[
]
Soliciting Material Pursuant to §240.14a-12
ASTEA
INTERNATIONAL INC.
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
No
fee required
[
]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
| 1) |
Title
of each class of securities to which transaction applies:
|
| 2) |
Aggregate
number of securities to which transaction
applies:
|
| 3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
| 4) |
Proposed
maximum aggregate value of
transaction:
|
| 5) |
Total
fee paid:
|
[ ]
Fee paid previously with preliminary materials.
[
] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or
Schedule and the date of its filing.
| 1) |
Amount
Previously Paid:
|
| 2) |
Form,
Schedule or Registration Statement
No.:
|
| 3) |
Filing
Party:
|
| 4) |
Date
Filed:
|
Astea
International Inc.
240
Gibraltar Road
Horsham,
Pennsylvania 19044
---------------------------------
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON AUGUST 24, 2005
To
the Stockholders of Astea International Inc.:
The
Annual Meeting of Stockholders of Astea International Inc., a Delaware
corporation (the "Company"), will be held on Wednesday, August 24, 2005 at
10:00
a.m., local time, at the Company's headquarters at 240 Gibraltar Road, Horsham,
Pennsylvania 19044, for the following purposes:
1. To
elect four (4) directors to serve until the next Annual Meeting of
Stockholders.
2. To
ratify the selection of BDO Seidman LLP as independent auditors for the fiscal
year ending December 31, 2005.
|
3.
|
To
transact such other business as may properly come before the meeting
or
any adjournments thereof. Only stockholders of record at the close
of
business on June 30, 2005, the record date fixed by the Board of
Directors
of the Company, are entitled to notice of and to vote at the meeting.
|
All
stockholders are cordially invited to attend the meeting in person. To assure
your representation at the meeting, however, you are urged to complete, sign,
date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
|
By
Order of the Board of Directors of the Company
|
|
|
/s/
Zack B. Bergreen
|
|
|
Zack
B. Bergreen
|
|
|
President
and Chief Executive Officer
|
Horsham,
Pennsylvania
July
14, 2005
WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY
CARD IS MAILED IN THE UNITED STATES.
Astea
International Inc.
240
Gibraltar Road
Horsham,
Pennsylvania 19044
PROXY
STATEMENT
July 14,
2005
Proxies
in the form enclosed with this proxy statement, which were first mailed to
stockholders on or about July 14, 2005, are being solicited by the Board of
Directors (the “Board of Directors”) of Astea International Inc., a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders
to be
held on Wednesday, August 24, 2005, at 10:00 a.m. local time, at the Company's
headquarters at 240 Gibraltar Road, Horsham, Pennsylvania 19044, or at any
adjournments thereof (the "Annual Meeting").
Only
stockholders of record at the close of business on June 30, 2005 (the "Record
Date") will be entitled to notice of and to vote at the Annual Meeting and
any
adjournments thereof. As of that date, 3,008,798 shares of common stock, $.01
par value per share (the "Common Stock"), of the Company were issued and
outstanding. The holders of Common Stock are entitled to one vote per share
on
any proposal presented at the Annual Meeting. Stockholders may vote in person
or
by proxy. If the form of Proxy which accompanies this Proxy Statement is
executed and returned, it will be voted in accordance with the instructions
marked thereon. Execution of a proxy will not in any way affect a stockholder's
right to attend the Annual Meeting and vote in person. Any stockholder giving
a
proxy has the right to revoke it at any time before it is exercised, by (1)
filing with the Secretary of the Company, before the taking of the vote at
the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy, (2) duly executing a later-dated proxy relating to the same shares and
delivering it to the Secretary of the Company before the taking of the vote
at
the Annual Meeting or (3) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
a revocation of a proxy).
Our
Bylaws provide that at any meeting of stockholders, the holders of a majority
of
the issued and outstanding shares of Common Stock present in person or by proxy
constitute a quorum for the transaction of business. The election of directors
will be decided by a plurality of the votes of the shares cast, in person or
by
proxy, at the Annual Meeting. Accordingly, abstentions and broker non-votes
will
not affect the outcome of the election of directors. A broker non-vote occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting
power
for that proposal and has not received voting instructions from the beneficial
owner. On all other matters being submitted to stockholders, affirmative vote
of
a majority of the shares present in person or by proxy and entitled to vote
is
required for approval. An abstention with respect to any such proposal will
have
the same effect as a vote against such proposal. With respect to broker
non-votes, the shares will not be considered present at the meeting for the
proposal as to which authority was withheld. Consequently, broker non-votes
will
have the effect of reducing the number of affirmative votes required to approve
the proposal (but not the percentage), because they reduce the number of shares
present at the meeting from which a majority is calculated.
The
persons named as proxies and attorneys-in-fact are officers of the Company.
All
properly executed proxies returned in time to be counted at the Annual Meeting
will be voted. In addition to the election of directors, the stockholders will
consider and vote upon a proposal to ratify the selection of auditors, as
further described in this proxy statement. Where a choice has been specified
on
the proxy with respect to the foregoing matters, the shares represented by
the
proxy will be voted in accordance with the specifications, and will be voted
FOR
the proposal if no specification is indicated.
The
Board of Directors knows of no other matters to be presented at the Annual
Meeting other than as set forth in this proxy statement. If any other matter
should be presented at the Annual Meeting (or any adjournments thereof) upon
which a vote properly may be taken, shares represented by all proxies received
by the Board of Directors will be voted with respect thereto in accordance
with
the judgment of the persons named as proxies and attorneys-in-fact in the
proxies, to the extent permitted by applicable law.
An
Annual Report to Stockholders containing financial statements for the fiscal
year ended December 31, 2004, is being mailed together with this proxy statement
to all stockholders entitled to vote.
1
PROPOSAL
1
ELECTION
OF DIRECTORS
Nominees
In
accordance with the Company's By-Laws, the Board of Directors currently consists
of four (4) members - Zack B. Bergreen, Adrian Peters, Thomas J. Reilly, Jr.
and
Eric Siegel. Messrs. Peters, Reilly and Siegel are independent directors. The
terms of the current directors will expire at the Annual Meeting. All directors
will hold office until their successors have been duly elected and qualified
or
until their earlier resignation or removal.
The
Board of Directors has nominated and recommended Zack B. Bergreen, Adrian
Peters, Thomas J. Reilly, Jr. and Eric Siegel to be elected to hold office
until
the 2006 Annual Meeting of Stockholders. The Board of Directors knows of no
reason why the director nominees should be unable or unwilling to serve, but
if
any director nominee should for any reason be unable or unwilling to serve,
the
proxies will be voted for the election of such other person for the office
of
director as the Board of Directors may recommend in the place of such director
nominee. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the director nominees named below.
THE
BOARD RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEES LISTED
BELOW.
The
following table sets forth the nominees for election as directors at the Annual
Meeting and the year each such nominee was first elected as a director; the
positions currently held by the nominee with the Company, if applicable; and
the
year the nominee's term will expire:
|
Nominee's
Name and Year
Nominee
First Became a
Director
|
Age
|
Position(s)
with The Company
|
Year
Current
Term
Will
Expire
|
|||
|
Zack
B. Bergreen (1979)
|
59
|
Chairman
of the Board, President and
Chief
Executive Officer
|
2005
|
|||
|
Adrian
Peters (2000)
|
56
|
Director
|
2005
|
|||
|
Thomas
J. Reilly, Jr. (2003)
|
65
|
Director
|
2005
|
|||
|
Eric
Siegel (2002)
|
48
|
Director
|
2005
|
EXECUTIVE
OFFICERS
The
following table sets forth the executive officers of the Company, their ages,
and the positions currently held by each such person with the Company.
|
Name
|
Age
|
Position
|
||
|
Zack
B. Bergreen
|
59
|
Chairman
of the Board, President and Chief Executive Officer
|
||
|
Fredric
(“Rick”) Etskovitz
|
50
|
Chief
Financial Officer and Treasurer
|
||
|
John
Tobin
|
39
|
Vice
President, General Counsel, and
Secretary
|
Zack
B. Bergreen founded the Company in November 1979. From November 1979 to January
1998, he served as President, Treasurer and director of the Company. In April
1995, he was elected Chief Executive Officer and Chairman of the Board. From
January 1998 through August 1999 Mr. Bergreen served as Chairman of the Board
and Chief Executive Officer. From August 1999 to May 2000, his sole title was
Chairman of the Board. Since June 2000, in addition to Chairman of the Board,
Mr. Bergreen resumed the positions of President and Chief Executive Officer.
Mr.
Bergreen holds a Bachelor of Science and a Master of Science degree in
Electrical Engineering from the University of Maryland.
Adrian
A. Peters joined the Board of Directors in June 2000 and is a member of the
Audit Committee. He is the President and founder of Tellstone (previously Boston
Partners), a firm that specializes as strategic advisors to high-tech firms,
starting in 1995. From 1986 through 1995, he held positions as President and
Chief Executive Officer of various companies
2
within
Siemens AG, a large maker of telecommunications and industrial and other
equipment. Prior to that, he held senior positions at Federale, an investment
firm, Andersen Consulting and IBM. Mr. Peters studied science and engineering
at
the University of Stellenbosch in South Africa as well as management at Harvard
Business School.
Thomas
J. Reilly, Jr. joined the Board of Directors in September 2003. He is also
Chairman of the Audit Committee. A thirty-one year veteran of Arthur Andersen,
he brings extensive experience auditing both public and private corporations
in
the manufacturing, professional services, construction and distribution
industries to the Company. He was partner in charge of the Philadelphia Audit
Division of Arthur Andersen for seven years and participated in Quality Control
reviews of several U.S. and International offices before retiring in
1996.
Eric
Siegel joined the Board of Directors in September 2002 and is a member of the
Audit Committee. In 1983, he founded Siegel Management Company, a strategy
consulting and investment banking advisory firm with a diverse client base,
principally middle market firms. His expertise and experience has been utilized
by growth companies, public market and acquisition candidates, industry
consolidators and turnarounds. He also serves on the board of directors of
NCO
Group (NASDAQ: NCOG), a provider of outsourced accounts receivable management
and collection services, PSCInfoGroup, a privately backed information management
company and B&W Tek, Inc., a developer and manufacturer of instrumentation
and devices utilizing laser and spectrometer technology. An established author,
he has been a lecturer in management at the Wharton School of the University
of
Pennsylvania for over twenty years. Mr. Siegel is a magna cum laude graduate
of
the University of Pennsylvania and received a Masters of Business Administration
from the Wharton School of the University of Pennsylvania with honors.
Rick
Etskovitz joined the Company in June 2000, when he was elected Chief Financial
Officer and Treasurer. Responsible for the Company’s financial planning,
investor relations, and executive guidance to help drive corporate performance,
Rick brings to his position 25 years of experience in financial management
and
reporting. A certified public accountant, he previously served the Company
for
seven years as the engagement partner from an independent accounting firm.
Before beginning his career in private practice, Rick was part of the financial
management team at Dupont where he held responsibilities for Mergers and
Acquisitions, Financial Planning, Corporate Accounting and Benefits. Rick
received his Bachelor of Science from the Pennsylvania State University and
his
Masters of Business Administration from the Wharton School of the University
of
Pennsylvania. Mr. Etskovitz resigned from the Company in April 2004 and returned
as Chief Financial Officer on January 4, 2005.
John
Tobin joined the Company in June 2000 and serves as Vice President, General
Counsel, and Secretary. Mr. Tobin is responsible for handling the legal affairs
of the Company, along with various corporate development and business
development initiatives. Prior to joining the Company, John worked at the
Philadelphia law firms of Pepper Hamilton LLP and Wolf, Block, Schorr and Solis
Cohen LLP, specializing in corporate transactions and intellectual property.
Prior to returning to the Philadelphia area in 1998, he worked as a corporate
and entertainment lawyer in Los Angeles, specializing in motion picture,
television and music transactions and licensing, most recently with PolyGram
Filmed Entertainment. Mr. Tobin received his Bachelor of Science degree in
Economics from the Wharton School of the University of Pennsylvania in 1987,
and
received his law degree from the University of Pennsylvania in 1992.
The
Board of Directors elects executive officers on an annual basis, which serve
until their successors have been duly elected and qualified. There are no family
relationships among any of our executive officers or directors. Directors are
encouraged to attend the Annual Meeting, but are not required to do so. One
director attended the 2004 Annual Meeting.
THE
BOARD OF DIRECTORS AND ITS COMMITTEES
The
business and affairs of the Company are managed under the direction of its
Board
of Directors. The Board of Directors met four (4) times in person or by
telephone during the fiscal year ended December 31, 2004. During their
respective terms of service in fiscal 2004, each of the directors attended
at
least 75% of the meetings of the Board of Directors and of all committees on
which each served. The Board of Directors has determined that each of its
current directors, including all directors standing for re-election, except
the
Chief Executive Officer, has no material relationship with the Company and
is an
“independent director” within the meaning of the Marketplace Rules of The Nasdaq
Stock Market director independence standards, as well as within the rules of
the
Securities and Exchange Commission (“SEC”). The Board of Directors has Audit,
Nominating and Corporate Governance, and Compensation Committees. Each of these
committees has adopted a written charter. All members of the committees are
appointed by the Board of Directors, and are non-employee directors. Currently,
all three independent directors, Messrs. Peters, Reilly and Siegel, are members
of each committee of the Board of Directors.
Audit
Committee
The
Audit Committee of the Board of Directors (the “Audit Committee”) operates under
a written charter that has recently been revised. The new charter was adopted
by
the Board of Directors on May 12, 2004 and was included as an
exhibit
3
to
the 2004 proxy statement. The composition of the Audit Committee, the attributes
of its members and the responsibilities of the committee, as reflected in its
charter, are intended to be in accordance with applicable requirements for
corporate audit committees. The committee reviews and assesses the adequacy
of
its charter on an annual basis. The Board of Directors has determined that
Mr.
Reilly, the Chairman, is an “audit committee financial expert” as defined in the
SEC rules.
The
Audit Committee oversees the accounting, financial reporting and audit
processes; reviews the results and scope of audit and other services provided
by
the independent auditors; reviews the accounting principles and auditing
practices and procedures to be used in preparing our financial statements;
and
reviews our internal controls. The Audit Committee has the ultimate authority
and responsibility to select, evaluate and, when appropriate, replace the
Company's independent auditor.
The
Audit Committee works closely with management and our independent auditors.
The
Audit Committee also meets with our independent auditors in an executive
session, without the presence of our management, on a quarterly basis, following
completion of their quarterly reviews and annual audit and prior to our earnings
announcements, to review the results of their work. The Audit Committee also
meets with our independent auditors to approve the annual scope of the audit
services to be performed. The Audit Committee met four times during the fiscal
year ended December 31, 2004.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee of the Board of Directors (the
“Nominating and Corporate Governance Committee”) was formed on May 12, 2004.
Upon formation, the Board of Directors adopted the Nominating and Corporate
Governance Committee charter, which was included as an exhibit to the 2004
proxy
statement. The Nominating and Corporate Governance Committee charter is not
available on the Company’s website. Prior to such adoption, the functions of the
Nominating and Corporate Governance Committee were performed by the entire
Board
of Directors.
The
Nominating and Corporate Governance Committee considers and periodically reports
on matters relating to the identification, selection and qualification of the
Board of Directors and candidates nominated to the Board of Directors and its
committees; develops and recommends governance principles applicable to the
Company; oversees the evaluation of the Board of Directors and management;
and
oversees and sets compensation for the Board of Directors. The Nominating and
Corporate Governance Committee met once during the fiscal year ended December
31, 2004.
The
Nominating and Corporate Governance Committee considers properly submitted
stockholder recommendations for candidates for membership on the Board of
Directors as described below. In evaluating such recommendations, the Nominating
and Corporate Governance Committee seeks to achieve a balance of knowledge,
experience and capability on the Board of Directors and to address the
membership criteria detailed below. Any stockholder recommendations proposed
for
consideration by the Nominating and Corporate Governance Committee should
include the candidate’s name and qualifications for membership on the Board of
Directors and should be addressed to our Corporate Secretary. In addition,
procedures for stockholder direct nomination of directors are discussed in
the
section relating to stockholder proposals, and are discussed in detail in the
Company’s By-Laws, which will be provided to you upon written
request.
The
Nominating and Corporate Governance Committee uses a variety of criteria to
evaluate the qualifications and skills necessary for members of the Board of
Directors. Under these criteria, members of the Board of Directors should have
the highest professional and personal ethics and values, consistent with the
Company’s longstanding values and standards. They should have broad experience
at the policy-making level in business, government, education, technology or
public interest. They should be committed to enhancing stockholder value and
should have sufficient time to carry out their duties and to provide insight
and
practical wisdom based on experience. Their service on other boards of public
companies should be limited to a number that permits them, given their
individual circumstances, to perform responsibly all director duties. Each
director must represent the interests of all stockholders.
The
Nominating and Corporate Governance Committee utilizes a variety of methods
for
identifying and evaluating nominees for director. The Nominating and Corporate
Governance Committee regularly assesses the appropriate size of the Board of
Directors, and whether any vacancies on the Board of Directors are expected
due
to retirement or otherwise. In the event that vacancies are anticipated, or
otherwise arise, the Nominating and Corporate Governance Committee considers
various potential candidates for director. Candidates may come to the attention
of the Nominating and Corporate Governance Committee through current members
of
the Board of
Directors, professional search firms, stockholders or other persons. These
candidates are evaluated at regular or special meetings of the Nominating and
Corporate Governance Committee, and may be considered at any point during the
year. As described above, the Nominating and Corporate Governance Committee
considers properly submitted stockholder recommendations for candidates for
the
Board of Directors. In evaluating such recommendations, the Nominating and
Governance Committee uses the qualifications standards discussed above and
seeks
to achieve a balance of knowledge, experience and capability on the Board of
Directors.
All
nominees for election to the Board of Directors this year are incumbents, and
have previously stood for election to the Board of Directors by the
stockholders.
4
Compensation
Committee
The
Compensation Committee of the Board of Directors (the “Compensation Committee”)
was formally created on May 12, 2004. Prior to that, it was an ad hoc committee
consisting of the independent members of the Board of Directors. The
Compensation Committee oversees and makes recommendation to the Board of
Directors regarding our compensation and benefits policies; and oversees,
evaluates and approves compensation plans, policies and programs for our
executive officers.
Communicating
with the Board of Directors
Our
policy is that stockholders may communicate with the Board of Directors by
writing to the Company at Astea International Inc. Attention: Board of
Directors, 240 Gibraltar Road, Horsham, Pennsylvania 19044. Stockholders who
would like their submission directed to a particular member of the Board of
Directors may so specify, and the communication will be forwarded, as
appropriate.
Code
of Conduct and Ethics
The
Board of Directors has adopted a Code of Conduct, which is applicable to all
officers and employees of the Company, including the Chief Executive Officer
and
Chief Financial Officer. A copy of the Code of Conduct can be found on our
website, www.astea.com.
The Board of Directors has also adopted a Code of Ethics which is applicable
to
our Chief Executive Officer, our Chief Financial Officer and our Controller.
Copies of this are available upon request in writing to Astea International
Inc.
Attention: Chief Financial Officer, 240 Gibraltar Road, Horsham, Pennsylvania
19044.
5
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth as of June 30, 2005: (i) the name of each person
who,
to the knowledge of the Company, owned beneficially more than 5% of the shares
of Common Stock outstanding at such date; (ii) the name of each director; and
(iii) the name of each current executive officer of the Company. The following
table also sets forth as of June 30, 2005 the number of shares of Common Stock
owned by each of such persons and the percentage of the outstanding shares
represented thereby, and also sets forth such information for directors,
nominees and executive officers as a group.
|
Name
and Address Of Beneficial Owner+
|
Amount
of Ownership(1)
|
Percent
of Class(2)
|
|
Zack
B. Bergreen (3)
|
1,418,000
|
47%
|
|
Adrian
Peters (4)
|
17,000
|
*
|
|
Eric
Siegel (5)
|
9,400
|
*
|
|
Thomas
J. Reilly, Jr. (6)
|
3,000
|
*
|
|
Rick
Etskovitz (7)
|
24,000
|
*
|
|
John
Tobin (8)
|
20,000
|
*
|
|
Leviticus
Partners, L.P.
30
Park Avenue, Suite 12F
New
York, NY 10016
|
250,000
|
7.8%
|
|
Daniel
Zeff
c/o
Zeff Holding Company, LLC
50
California Street, Suite 1500
San
Francisco, CA 94111
|
234,883
|
7.9%
|
|
All
current directors, nominees and executive officers as a group (6
persons)(3)-(8)
|
1,491,400
|
50.3%
|
| + | Except as otherwise indicated, the address of each person named in the table is c/o Astea International Inc., 240 Gibraltar Road, Horsham, Pennsylvania 19044. |
| * | Less than 1% of the outstanding shares of Common Stock. |
|
(1)
|
Except
as noted in the footnotes to this table, each person or entity
named in
the table has sole voting and investment power with respect to
all shares
of Common Stock owned, based upon information provided to the
Company by
directors, officers and principal stockholders. Beneficial ownership
is
determined in accordance with the rules of the SEC and includes
voting and
investment power with respect to shares of Common Stock subject
to options
currently exercisable or exercisable within 60 days after the
Record Date
(“presently exercisable stock
options”).
|
|
(2)
|
Applicable
percentage of ownership as of the Record Date is based upon 2,966,491
shares of Common Stock outstanding as of that date. Beneficial
ownership
is determined in accordance with the rules of the SEC and includes
voting
and investment power with respect to shares. Presently exercisable
stock
options are deemed outstanding for computing the percentage ownership
of
the person holding such options, but are not deemed outstanding
for
computing the percentage of any other person.
|
|
(3)
|
Includes
1,093,203 shares of Common Stock held by trusts of which Mr. Bergreen
and
his wife are the only trustees,
209,192
shares held by trusts with independent trustees, and 55,803 shares
of
Common Stock held by a family limited partnership of which Mr.
Bergreen is
the sole general partner. Also included are options to purchase
60,000
shares of Common Stock, all of which are currently
exercisable.
|
|
(4)
|
Board
Member. Includes options to purchase 14,200 shares of Common Stock,
all of
which are currently exercisable.
|
|
(5)
|
Board
Member. Represents options to purchase 9,400 shares of Common Stock,
all
of which are currently exercisable.
|
|
(6)
|
Board
Member. Represents 1,000 shares of Common Stock purchased on the
open
market and also options to purchase 2,000 shares of Common Stock,
all of
which are exercisable.
|
|
(7)
|
Chief
Financial Officer. Represents 4,000 shares of Common Stock purchased
on
the open market and also options to purchase 20,000 shares of Common
Stock, all of which are currently
exercisable.
|
|
(8)
|
Vice
President and General Counsel. Represents options to purchase 20,000
shares of Common Stock, all of which are currently
exercisable.
|
6
COMPENSATION
AND OTHER INFORMATION
CONCERNING
DIRECTORS AND OFFICERS
Executive
Compensation Summary
The
following table sets forth information concerning the compensation for services
in all capacities to the Company for the fiscal years ended December 31, 2004,
2003, and 2002, of the following persons (i) each person who served as Chief
Executive Officer during the year ended December 31, 2004, and (ii) the four
most highly compensated executive officers of the Company, other than the Chief
Executive Officer, in office at December 31, 2004 who earned more than $100,000
in salary and bonus in fiscal 2004 (collectively, the “Named Executive
Officers”).
SUMMARY
COMPENSATION TABLE
|
Annual
Compensation
|
Long-Term
Compensation
|
|||||||||||||||
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Securities
Underlying
Options
(#
of shares)
|
All
Other
Compensation
($)
|
|||||||||||
|
Zack
B. Bergreen
|
2004
|
$
|
210,000
|
—
|
—
|
$
|
2,561
(1
|
)
|
||||||||
|
Chairman
of the Board and Chief
|
2003
|
210,000
|
—
|
—
|
1,490
(1
|
)
|
||||||||||
|
Executive
Officer
|
2002
|
130,000
|
—
|
—
|
69,600
(2
|
)
|
||||||||||
|
George
S. Rapp (3)
|
2004
|
|
100,000
|
30,000
(5
|
)
|
—
|
||||||||||
|
Chief
Financial Officer
|
||||||||||||||||
|
Rick
Etskovitz (4)
|
2004
|
54,338
|
—
|
|
—
|
|||||||||||
|
Chief
Financial Officer
|
2003
|
129,525
|
—
|
10,000
(5
|
)
|
—
|
||||||||||
|
2002
|
127,050
|
—
|
10,000
(5
|
)
|
—
|
|||||||||||
|
John
Tobin (6)
|
2004
|
139,681
|
—
|
|
1,959
(1
|
)
|
||||||||||
|
Vice
President and General Counsel
|
2003
|
150,306
|
—
|
10,000
(5
|
)
|
1,235
(1
|
)
|
|||||||||
|
2002
|
151,033(7
|
)
|
—
|
10,000
(5
|
)
|
|
||||||||||
|
Ken
Roy (8)
|
2004
|
150,000
|
$
|
44,470
|
|
—
|
||||||||||
|
Vice
President, North American Sales
|
2003
|
15,865
|
—
|
35,000
(5
|
)
|
—
|
||||||||||
|
|
|
|||||||||||||||
|
(1)
|
Represents
partial matching 401(k)
contributions.
|
|
(2)
|
Includes
premiums for term, split dollar life insurance paid by the Company
on
behalf of the Named Executive Officer, along with partial matching
401(k)
contributions.
|
|
(3)
|
George
Rapp joined the Company in April 2004 and resigned in January 2005.
No
options to purchase shares of Common Stock vested and all have
terminated.
|
|
(4)
|
Rick
Etskovitz terminated his employment as Chief Financial Officer at
April
2004 and rejoined the Company in January
2005.
|
|
(5)
|
Represents
options to purchase shares of Common Stock, which were awarded based
on
merit.
|
|
(6)
|
Hired
as employee effective January 1,
2003.
|
|
(7)
|
Compensation
paid to Coleman Legal, a third party legal services
provider.
|
|
(8)
|
Ken
Roy joined the Company in November 2003 and resigned in June 2005.
Options
to purchase 8,750 shares of Common Stock vested and the remaining
were
terminated.
|
7
Option
Grants in Last Fiscal Year
The
following table sets forth each grant of stock options made during the year
ended December 31, 2004 to each of the Named Executive Officers:
|
Individual
Grants
|
|||||||||||||||||||
|
Name
|
Number
of
Securities
Underlying
Options
Granted
(#)
|
Percent
of
Total
Options
Granted
to
Employees
In
Fiscal
Year
|
Exercise
Price
($/Share)(1)
|
Expiration
Date
|
Potential
Realizable Value at
Assumed
Annual
Rates of Stock Price
Appreciation
for Option
Terms(2)
5%($)
10%($)
|
||||||||||||||
|
George
Rapp
|
30,000
(3
|
)
|
28%
|
|
$
|
3.41
|
5/11/2014
|
$
|
166,636
|
$
|
265,340
|
||||||||
|
(1)
|
The
exercise price per share of each option was fixed by the Board of
Directors.
|
|
(2)
|
Amounts
reported in these columns represent amounts that may be realized
upon
exercise of the options immediately prior to the expiration of their
term
assuming the specified compounded rates of appreciation (5% and 10%)
on
the market value of the Common Stock on the date of option grant
over the
term of the options. These numbers are calculated based on rules
promulgated by the SEC and do not reflect the Company's estimate
of future
stock price growth. Actual gains, if any, on stock option exercises
and
Common Stock holdings are dependent on the timing of such exercise
and the
future performance of the Common Stock. There can be no assurance
that the
rates of appreciation assumed in this table can be achieved or that
the
amounts reflected will be received by the individual.
|
|
(3)
|
No
options to purchase shares of Common Stock vested and all have
terminated.
|
Aggregate
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The
following table sets forth, for each of the Named Executive Officers,
information with respect to the exercise of stock options during the year ended
December 31, 2004 and the year-end value of unexercised options:
|
Name
|
Shares
Acquired
on
Exercise(#)
|
Value
Realized($)
|
Numbers
of Securities Underlying Unexercised
Options
at Year End
Exercisable/Unexercisable
|
Value
of Unexercised
In-the-Money
Options
at
Year End
Exercisable/Unexercisable
|
|||||||||
|
Zack
B. Bergreen
|
—
|
—
|
60,000/20,000
|
—
|
|||||||||
|
Rick
Etskovitz
|
—
|
—
|
16,250/13,750
|
—
|
|||||||||
|
John
Tobin
|
—
|
—
|
16,250/13,750
|
—
|
|||||||||
|
|
|||||||||||||
|
Ken
Roy
|
—
|
—
|
8,750/26,250
|
—
|
|||||||||
Employment
Agreements and Severance Arrangements with Executive
Officers
The
Company has not entered into employment agreements with any of its current
executive officers.
Compensation
Committee Interlocks and Insider Participation
Messrs.
Peters, Reilly and Siegel served as members of the Compensation Committee during
the fiscal year ended December 31, 2004. No executive officer of the Company
served as a member of the Board of Directors, Compensation Committee, or other
committee performing equivalent functions, of another entity one of whose
executive officers served as a director of the Company. Other than Mr. Bergreen,
no person who served as a member of the Board of Directors was, during the
fiscal year ended December 31, 2004, simultaneously an officer, employee or
consultant of the Company or any of its subsidiaries. Mr. Bergreen did not
participate in any Company determination of his own personal compensation
matters.
8
Report
on Executive Compensation
This
report is submitted by members of the Board of Directors who functioned as
an ad
hoc Compensation Committee in 2004. The Compensation Committee is responsible
for developing the compensation programs that relate to the Company's executive
officers, senior management and other key employees and for establishing the
specific short- and long-term compensation elements thereunder. The Compensation
Committee also oversees the general compensation structure for all of the
Company's employees. In addition, the Compensation Committee currently
administers the Company's 1991 Amended Non-Qualified Stock Option Plan, 1994
Amended Stock Option Plan, 1995 Amended Non-Employee Director Stock Option
Plan,
1995 Employee Stock Purchase Plan, 1997 Stock Option Plan, 1998 Stock Option
Plan and 2001 Stock Option Plan.
The
principal objective of the Company's executive compensation program is to
enhance the Company's short-term and long-term financial results for the benefit
of the Company's stockholders. To achieve this objective, the Company's
executive compensation program is designed to provide levels of compensation
that assist the Company in attracting, motivating and retaining qualified
executive officers and aligning their financial interests with those of the
Company's stockholders by providing a competitive compensation package based
on
corporate and individual performance. In addition, the Company performs periodic
reviews of its executive compensation program to confirm the competitiveness
of
its overall executive compensation package as compared with companies that
compete with the Company for prospective employees possessing skills necessary
for developing, manufacturing and marketing successful high technology products
and associated services.
Compensation
under the Company's executive compensation program consists of three principal
elements: (i) cash compensation in the form of base salary, (ii) annual
incentive compensation in the form of cash bonuses, and (iii) long-term
incentive awards in the form of stock option grants. In addition, the
compensation program is comprised of various benefits, including medical and
insurance plans, the Company's 1995 Employee Stock Purchase Plan, and a 401(k)
profit sharing plan with matching Company contributions, which are available
to
all employees of the Company.
Base
Salary.
Compensation levels for each of the Company's executive officers, including
the
Chief Executive Officer, are generally set within the range of salaries that
the
committee believes are paid to executive officers with comparable
qualifications, experience and responsibilities at similar companies. In setting
compensation levels, the committee seeks to align total executive compensation
levels with corporate performance. Accordingly, base salary levels are set
at
what the committee believes are at the low-end of base salaries paid to
executive officers with comparable qualifications, experience and
responsibilities at similar companies, while endeavoring to provide relatively
higher incentive award opportunities. In addition, the committee generally
takes
into account such factors as (i) the Company's past financial performance and
future expectations, (ii) business unit performance and future expectations,
(iii) individual performance and experience and (iv) past salary levels. The
committee does not assign relative weights or rankings to these factors, but
instead makes an informed, but ultimately subjective, determination based upon
the consideration of all of these factors as well as the progress made with
respect to the Company's long-term goals and strategies. Generally, salary
decisions for the Company's executive officers other than the Chief Executive
Officer are made by the committee near the beginning of each calendar year
based
on recommendations of the Chief Executive Officer.
Fiscal
2004 base salaries were determined after considering the base salary level
of
the executive officers in prior years, and taking into account for each
executive officer the amount of base salary as a component of total
compensation. Base salary, while reviewed annually, is only adjusted as deemed
necessary by the committee in determining total compensation to each executive
officer. A significant factor in setting base salary levels for each of the
Company's executive officers, other than the Chief Executive Officer, were
evaluations and recommendations made by the Chief Executive Officer. The
committee believes that fiscal 2004 base salary levels for each of the Named
Executive Officers named in the Summary Compensation Table were slightly below
the median salary levels for comparable positions at comparable companies.
Incentive
Compensation.
Each executive officer is eligible to receive a cash bonus at the end of the
fiscal year based upon the Company's performance, at the sole discretion of
the
committee. Additional bonuses may be awarded during the fiscal year to reward
an
executive officer for superior individual or business-unit performance. In
2004
cash bonuses were awarded based on Company performance, however, certain Named
Executive Officers received bonuses for individual or business-unit performance.
Mr. Roy received $44,470 pursuant to his sales incentive plan.
Stock
Options.
Stock options are the principal vehicle used by the Company for the payment
of
long-term compensation, to provide a stock-based incentive to improve the
Company's financial performance, and to assist in the recruitment, motivation
and retention of key professional and managerial personnel. Long-term incentive
compensation in the form of stock options enables officers to share in the
appreciation of the value of the Common Stock. The committee believes that
such
long-term stock option participation more closely aligns the interests of the
executive officers with those of the stockholders by encouraging executive
officers to enhance the value of the Company. In addition, the committee
believes that equity ownership by executive officers helps to balance the
short-term focus of annual incentive compensation with a longer-term view.
9
The
Company's stock option plans have been administered by the Board of Directors
since January 1997 and by the Compensation Committee since its creation in
May
2004. The committee periodically grants new options to provide continuing
incentives for future performance. When establishing stock option grant levels,
the committee considers existing levels of stock ownership, previous grants
of
stock options, vesting schedules of outstanding options and the current price
of
the Common Stock. For additional information regarding the grant of options,
see
the table under the heading "Option Grants in Last Fiscal Year."
Other
Benefits.
The Company also has various broad-based employee benefit plans. Executive
officers participate in these plans on the same terms as eligible, non-executive
employees, subject to any legal limits on the amounts that may be contributed
or
paid to executive officers under these plans. The Company offers a 401(k) profit
sharing plan, which permits employees to invest in a variety of funds on a
pre-tax basis and includes partial matching Company contributions. The Company
also maintains insurance and other benefit plans for its employees.
Compensation
of Chief Executive Officer.
In 2004, Mr. Bergreen received an annual base salary of $210,000. In the event
that the Company improves its financial performance, his base salary may be
increased, and bonuses may potentially be awarded. The committee deemed Mr.
Bergreen's compensation appropriate based on an assessment of salaries believed
by the committee to be paid to chief executive officers at comparable companies,
and an assessment of Mr. Bergreen's qualifications, performance and expected
contributions to the Company's future growth.
Tax
Deductibility of Executive Compensation.
Section 162(m) of the Code limits the tax deduction to $1 million for
compensation paid to any of the executive officers, unless certain requirements
are met. The committee has considered these requirements and the related
regulations. It is the present intent of the committee that, so long as it
is
consistent with its overall compensation objectives, substantially all executive
compensation shall be deductible for federal income tax purposes.
Respectfully
submitted by the following members of the Board of Directors:
Adrian
Peters
Thomas
J. Reilly, Jr.
Eric
Siegel
Compensation
of Directors
Each
director who is not employed by the Company receives a $5,000 annual retainer
and a fee of $1,500 for attendance at each regular and special meeting of the
Board of Directors, and is also reimbursed for his reasonable out-of-pocket
expenses incurred in attending meetings. Non-employee directors may elect to
receive, in lieu of the foregoing cash compensation, unrestricted shares of
Common Stock. Shares of Common Stock in lieu of cash compensation are acquired
at the fair market value of the Common Stock on the last day of the calendar
quarter during which the cash compensation was earned and foregone. Directors
who are employees are not compensated for their service on the Board of
Directors or any committee thereof.
In
2005, in addition to the above compensation, each Audit Committee member will
receive a $5,000 supplement, and the Audit Committee Chairman will receive
an
additional $5,000 supplement. Each director will also receive an annual option
grant of 3,000 shares. This additional compensation was instituted due to the
increased workload on the directors.
REPORT
OF THE AUDIT COMMITTEE
For
fiscal 2004, the Audit Committee has reviewed and discussed the consolidated
financial statements with management and the independent auditor, management
represented to the committee that the Company's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles, and the committee has discussed with the independent auditor the
matters required to be discussed by Statement on Auditing Standards No. 61,
as
amended, "Communication with Audit Committees." The Company's independent
auditor also provided the committee with the written disclosures required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and the committee discussed with the independent auditor
that
firm's independence.
Following
the committee's discussions with management and the independent auditor, the
committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2004.
10
Principal
Accountant Fees and Services
The
following table presents fees for professional audit services rendered by BDO
Seidman LLP for the audit of the Company’s consolidated financial statements for
the years ended December 31, 2004 and 2003, and fees billed for other services
rendered by BDO Seidman LLP during those periods:
|
2004
|
2003
|
||||||
|
Audit
Fees (1)
|
$
|
160,071
|
$
|
145,500
|
|||
|
Audit-related
Fees (2)
|
9,000
|
9,000
|
|||||
|
Tax
Fees (3)
|
73,219
|
62,200
|
|||||
|
All
Other Fees (4)
|
-
|
-
|
|||||
|
Total
(5)
|
$
|
242,290
|
$
|
216,700
|
|||
|
(1)
|
Audit
fees consisted of fees for professional services performed by BDO
Seidman
LLP for the audit of the Company’s annual consolidated financial
statements and review of consolidated financial statements included
in the
Company’s 10-Q filings, and services that are normally provided in
connection with statutory and regulatory filings or
engagements.
|
|
(2)
|
Audit-related
fees consisted of fees for assurance and related services performed
by BDO
Seidman LLP. This includes employee benefit plan audit and consulting
on
financial accounting and reporting
standards.
|
|
(3)
|
Tax
fees consisted of fees for tax compliance, tax advice and tax
planning.
|
|
(4)
|
All
other fees include fees for services not included in the other three
categories.
|
|
(5)
|
The
Audit Committee pre-approved 100% of the fees for
2004.
|
The
Audit Committee has considered the non-audit services rendered to the Company
by
BDO Seidman LLP and believes the rendering of those services is not incompatible
with BDO Seidman LLP maintaining its independence. The Audit Committee has
established a policy governing our use of BDO Seidman LLP for non-audit
services. Under the policy, management may use BDO Seidman LLP for non-audit
services that are permitted under SEC rules and regulations, provided that
management obtains the Audit Committee’s approval before such services are
rendered. In fiscal 2004, all fees identified above under the captions
“Audit-Related Fees”, “Tax Fees” and “All Other Fees” that were billed by BDO
Seidman LLP were approved by the Audit Committee.
Audit
Committee:
Thomas
J. Reilly, Jr., Chairman
Adrian
Peters
Eric
Siegel
11
STOCK
PERFORMANCE GRAPH
The
following graph compares the percentage change in the cumulative total
stockholder return on the Common Stock during the period from December 31,
1999
through December 31, 2004, with the cumulative total return on (i) an SIC Index
that includes all organizations in the Company's Standard Industrial
Classification (SIC) Code 7372-Prepackaged Software and (ii) the Nasdaq Market
Index. The comparison assumes that $100 was invested on December 31, 1999 in
the
Common Stock at the initial public offering price and in each of the foregoing
indices, and assumes reinvestment of dividends, if any.
Assumes
$100 Invested on Dec. 31, 1999
Assumes
Dividend Reinvested
Fiscal
Year
Ending Dec. 31, 2004
PROPOSAL
2
RATIFICATION
AND SELECTION OF AUDITORS
The
Audit Committee has selected the firm of BDO Seidman LLP, independent certified
public accountants, to serve as auditors for the fiscal year ending December
31,
2005. It is expected that a member of BDO Seidman LLP will be present at the
Annual Meeting with the opportunity to make a statement if so desired and will
be available to respond to appropriate questions.
Before
making its selection, the Audit Committee carefully considered that firm’s
qualifications as independent auditors. This included a review of the
qualifications of the engagement team, the quality control procedures the firm
has established, and any issues raised by the most recent quality control review
of the firm; as well as its reputation for integrity and competence in the
fields of accounting and auditing. The Audit Committee’s review also included
matters required to be considered under the SEC’s Rules on Auditor Independence,
including the nature and extent of non-audit services, to ensure that they
will
not impair the independence of the accountants. The Audit Committee is satisfied
with BDO Seidman LLP in all these respects.
The
submission of the selection of BDO Seidman LLP to the stockholders is not
required by law or the Company’s By-Laws. The Board of Directors is nevertheless
submitting it to the stockholders to ascertain their views. If the stockholders
do not
12
ratify
the Audit Committee’s selection, the Audit Committee will consider the selection
of another independent public accountant.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THIS SELECTION.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors,
executive officers and holders of more than 10% of the Common Stock
(collectively, "Reporting Persons") to file with the SEC initial reports of
ownership and reports of changes in ownership of the Common Stock. Such persons
are required by regulations of the SEC to furnish to the Company copies of
all
such filings. Based on the Company’s review of the copies of such filings
received by the Company with respect to the fiscal year ended December 31,
2004,
and written representations from certain Reporting Persons, the Company believes
that all Reporting Persons complied with all Section 16(a) filing requirements
in the fiscal year ended December 31, 2004.
STOCKHOLDER
PROPOSALS
Proposals
of stockholders intended for inclusion in the proxy statement to be furnished
to
all stockholders entitled to vote at the next annual meeting of stockholders
of
the Company must be received by the Company's Secretary not later than March
29,
2006. Any such proposal must comply with the rules and regulations of the SEC.
In order to curtail controversy as to the date on which a proposal was received
by the Company, it is suggested that proponents submit their proposals by
Certified Mail, Return Receipt requested to Astea International Inc., 240
Gibraltar Road, Horsham, Pennsylvania 19044, Attention: Secretary. In addition,
the execution of a proxy solicited by the Company in connection with the 2006
Annual Meeting of Stockholders shall confer on the designated proxy holder
discretionary voting authority to vote on any stockholder proposal which is
not
included in the Company's proxy materials for such meeting and for which the
Company has not received notice before March 29, 2006.
EXPENSES
AND SOLICITATION
The
cost of solicitation of proxies will be borne by the Company. Proxies may be
solicited by mail, personal interview, telephone or telegraph and, in addition,
directors, officers and regular employees of the Company may solicit proxies
by
such methods without additional remuneration. The Company may request banks,
brokers and other custodians, nominees and fiduciaries to solicit their
customers who have stock of the Company registered in the names of a nominee
and, if so, will reimburse such banks, brokers and other custodians, nominees
and fiduciaries for their reasonable out-of-pocket costs.
THE
COMPANY WILL PROVIDE TO EACH PERSON SOLICITED, WITHOUT CHARGE EXCEPT FOR
EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS ANNUAL REPORT ON FORM 10-K
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED DECEMBER
31, 2004. REQUESTS SHOULD BE DIRECTED TO CHIEF FINANCIAL OFFICER, ASTEA
INTERNATIONAL, 240 GIBRALTAR ROAD, HORSHAM, PENNSYLVANIA
19044.
|
By
Order of the Board of Directors
|
|
|
/s/
Zack B. Bergreen
|
|
|
Zack
B. Bergreen
|
|
|
President
and Chief Executive Officer
|
|
|
Horsham,
Pennsylvania
|
|
|
July
14, 2005
|
13
ANNUAL
MEETING OF STOCKHOLDERS OF
ASTEA
INTERNATIONAL INC.
August
24, 2005
Please
date, sign and mail
your
proxy card in the
envelope
provided as soon
as
possible.
Please
detach along perforated line and mail in the envelope
provided.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE
IN BLUE OR BLACK INK AS SHOWN HERE [x]
|
1.
To elect four (4) Directors to serve until the next Annual Meeting
of
Stockholders or until their successors are duly elected and
qualified.
|
2.
To ratify the selection of the firm of BDO Seidman, LLP as independent
auditors for the fiscal year ending December 31, 2005.
FOR AGAINST ABSTAIN
[ ] [
] [ ]
3.
To transact such other business as may properly come before the
meeting or
any adjournment or adjournments thereof.
THIS
PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR RATIFICATION OF
THE
APPOINTMENT OF BDO SEIDMAN LLP AS INDEPENDENT AUDITORS, AND AS
SAID
PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE
THE MEETING.
STOCKHOLDERS
WHO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS MAY VOTE IN PERSON
EVEN
THOUGH THEY HAVE PREVIOUSLY MAILED THIS PROXY.
|
|||
|
[
] FOR
ALL NOMINEES
[
] WITHHOLD
AUTHORITY
FOR
ALL NOMINEES
[
] FOR
ALL EXCEPT
(See
instructions below)
|
NOMINEES:
O
Zack
B. Bergreen
O
Adrian
A. Peters
O
Thomas
J. Reilly, Jr.
O
Eric
Siegel
|
|||
|
INSTRUCTION:
To
withhold authority to vote for any individual nominee(s), mark
“FOR
ALL EXCEPT”and
fill in the circle next to each nominee you wish to withhold, as
shown
here:
|
||||
|
To
change the address on your account, please check the box at right
and
indicate your new address in the address space above. Please note
that
changes to the registered name(s) on the account may not be submitted
via
this method. [ ]
|
||||
|
Signature
of Stockholder
|
Date:
|
Signature
of Stockholder
|
Date:
|
|
Note:
Please
sign exactly as your name or names appear on this Proxy. When shares are
held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer
is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
ASTEA
INTERNATIONAL INC.
PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST
24, 2005
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned stockholder of Astea International Inc., a Delaware corporation
(the
"Corporation"), hereby acknowledges receipt of the Notice of Annual Meeting
of
Stockholders and accompanying Proxy Statement each dated July 14, 2005 and
hereby appoints Zack B. Bergreen and Rick Etskovitz as proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the
name of
the undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of the Corporation to be held at the offices of the Company
at 240
Gibraltar Road, Horsham, Pennsylvania 19044, on August 24, 2005 at 10:00
a.m.
local time, and at any adjournment or adjournments thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote if
then
and there personally present, on all matters set forth in the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement, and in their
discretion upon any other business that may properly come before the meeting
or
any adjournment or adjournments thereof:
(Continued
and to be signed on the reverse side)