Astea 8k 9-21-05
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
September
21, 2005
Date
of
Report (Date of earliest event reported)
(Exact
name of registrant as specified in its charter)
| |
|
|
|
|
|
Delaware
|
|
0-26330
|
|
23-2119058
|
| |
|
(State
or other jurisdiction
|
|
(Commission
File
|
|
(IRS
Employer
|
|
of
incorporation)
|
|
Number)
|
|
Identification
No.)
|
| |
|
|
|
|
| |
|
240
Gibraltar Road, Horsham, Pennsylvania
|
|
19044
|
| |
| |
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(215)
682-2500
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| |
|
|
|
o
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| |
|
|
|
o
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| |
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
Asset
Purchase Agreement
On
September 21, 2005, Astea International Inc. (“Astea”), through a wholly-owned
subsidiary, FC Acquisition Corp. (“FC Acquisition”), acquired substantially all
of the assets (the “Acquisition”) of FieldCentrix, Inc. (“FieldCentrix”)
pursuant to an Asset Purchase Agreement, dated September 21, 2005 (the “Purchase
Agreement”), entered into by and among Astea, FC Acquisition, and FieldCentrix.
In
the
Acquisition, Astea acquired substantially all of the assets of FieldCentrix,
including, without limitation, certain cash and accounts receivable, personal
property, contracts and intellectual property, and assumed certain liabilities
of FieldCentrix. In consideration for the assets acquired and liabilities
assumed from FieldCentrix, Astea issued 421,106 shares of its unregistered
common stock (the “Astea Shares”) to FieldCentrix, which were valued at
$3,336,000, based upon the average closing price of Astea’s common stock for the
five trading days preceding the closing of the Acquisition on September 21,
2005
($7.922). The Purchase Agreement also provides for certain quarterly cash
earnout payments payable to FieldCentrix through June 30, 2007 related to
collections of gross license revenues for certain sales of FieldCentrix products
and collections for certain non-maintenance services for FieldCentrix products.
Ten percent of the Astea Shares were deposited in escrow to cover any claims
for
indemnification made by Astea or FC Acquisition against FieldCentrix under
the
Purchase Agreement. Assuming there are no indemnification claims, this
stock escrow will be released to FieldCentrix on or about September 21, 2006.
Additionally, FieldCentrix deposited $177,243 in cash in an escrow account
to
cover certain uncollected accounts receivable and maintenance revenues of
customers who have not consented to the assignment of their contracts with
FieldCentrix to FC Acquisition. This cash escrow will be released to FC
Acquisition on or about January 19, 2006 in an amount sufficient to cover the
amounts of the then uncollected accounts receivable and unassigned maintenance
revenues, with any remaining amount of the cash escrow being returned to
FieldCentrix.
The
Astea
Shares were not registered under the Securities Act of 1933, as amended (the
“Securities Act”), but instead were issued in a private placement exempt from
registration under Section 4(2) of the Securities Act. Astea relied on the
following facts in determining the applicability of this exemption from
registration to the issuance of the Astea Shares: (a) the issuance of the Astea
Shares did not involve any public offering, (b) Astea made no solicitation
in
connection with the issuance of the Astea Shares other than communications
with
FieldCentrix, (c) Astea received representations from FieldCentrix regarding
its
investment intent, (d) FieldCentrix and its advisers either received or had
access to adequate information about Astea in order to make an informed
investment decision, (e) Astea reasonably believed that FieldCentrix was
sophisticated within the meaning of Section 4(2) of the Securities Act, and
(f)
the certificates representing the Astea Shares were issued with restricted
securities legends. Contemporaneously with the Purchase Agreement, Astea and
FieldCentrix entered into a Registration Rights Agreement (as defined
below) providing for certain registration rights with respect to the Astea
Shares. The Registration Rights Agreement is more fully described
below.
The
foregoing description of the Purchase Agreement and the Acquisition does not
purport to be a complete statement of the parties’ rights under the Purchase
Agreement and is qualified in its entirety by reference to the full text of
the
Purchase Agreement, a copy of which is attached to this report as Exhibit 2.1
and incorporated herein by reference. A copy of the press release announcing
the
Acquisition is furnished as Exhibit 99.1 to this report.
Registration
Rights Agreement
On
September 21, 2005, Astea entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with FieldCentrix pursuant to which Astea
granted certain registration rights with respect to the Astea Shares issued
to
FieldCentrix under the Purchase Agreement.
Under
the
Registration Rights Agreement, Astea granted FieldCentrix and any transferee
of
the Astea Shares permitted under the agreement (a “Permitted Transferee”) the
right to register the Astea Shares in the event that before September 21, 2007
Astea files with the United States Securities and Exchange Commission a
registration statement relating to an offering of Astea’s equity securities for
its own account or the account of others. Additionally, Astea granted the
Permitted Transferees one right during the period of September 21, 2006 to
September 20, 2007 to demand that Astea register the Astea Shares. Furthermore,
under the demand registration, the Permitted Transferees are subject to volume
limitations on the sale of the Astea Shares.
The
foregoing description of the Registration Rights Agreement does not purport
to
be a complete statement of the parties’ rights under the Registration Rights
Agreement and is qualified in its entirety by reference to the full text of
the
Registration Rights Agreement, a copy of which is attached to this report as
Exhibit 10.1 and incorporated herein by reference.
Employment
Letter
On
September 21, 2005, the board of directors of Astea (the “Board”) appointed John
Tobin as President of Astea. Prior to this appointment, Mr. Tobin was a Vice
President, General Counsel and Secretary of Astea. Subsequent to this
appointment, Mr. Tobin will remain the General Counsel and Secretary of Astea.
In connection with his appointment as President, and as approved by the
compensation committee of the Board (the “Compensation Committee”), Astea and
Mr. Tobin entered into an employment letter, dated September 21, 2005 (the
“Employment Letter”), pursuant to which Mr. Tobin’s annual salary will be
$200,000. Additionally, Mr. Tobin will receive an additional option grant of
10,000 shares at the closing price of Astea’s common stock on September 21, 2005
with standard four-year vesting. Furthermore, Mr. Tobin is eligible to receive
a
maximum of $80,000 per year in bonus payments based on the achievement by Astea
of certain earnings-per-share targets set forth by the Compensation Committee.
Mr. Tobin is also eligible to receive a maximum of $40,000 per year in
discretionary bonus payments, which are to be awarded in the sole discretion
of
the Compensation Committee.
The
foregoing description of the Employment Letter does not purport to be a complete
statement of the parties’ rights under the Employment Letter and is qualified in
its entirety by reference to the full text of the Employment Letter, a copy
of
which is attached to this report as Exhibit 10.2 and incorporated herein by
reference.
Other
Material Relationships
Astea
does not have any material relationship with FieldCentrix or any of its
affiliates other than in respect of the Purchase Agreement, the Registration
Rights Agreement, and other ancillary agreements entered into in connection
with
the Acquisition.
Astea
does not have any material relationships with Mr. Tobin other than in respect
of
the Employment Letter, his employment as an officer of Astea, and certain
options held by Mr. Tobin to purchase shares of common stock of
Astea.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 of this report is incorporated in Item
2.01 by reference.
Item
3.02. Unregistered Sales of Securities
The
information set forth under Item 1.01 of this report is incorporated in Item
3.02 by reference.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
September 21, 2005, Zack B. Bergreen resigned as President of Astea and the
Compensation Committee appointed John Tobin as President. Mr. Bergreen remains
the Chief Executive Officer and Chairman of the Board of Astea. In addition
to
holding the office of President, Mr. Tobin remains the General Counsel and
Secretary of Astea.
Mr.
Tobin, 40, joined Astea in June 2000 and currently serves as its President,
General Counsel and Secretary. Prior to his appointment as President on
September 21, 2005, Mr. Tobin was a Vice President from June 2000 until the
date
of his appointment as President, in addition to being General Counsel and
Secretary. Mr. Tobin is responsible for general management duties of Astea,
along with particular responsibilities for legal affairs and corporate
development. Prior to joining Astea, Mr. Tobin worked at the Philadelphia law
firms 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
information set forth under Item 1.01 of this report is incorporated in Item
5.02 by reference.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial
Statements of Businesses Acquired.
The
financial statements required to be filed under Item 9.01(a) will be filed
as an
amendment to this report on or about December 7, 2005.
(b)
Pro
Forma Financial Information.
The
financial statements required to be filed under Item 9.01(b) will be filed
as an
amendment to this report on or about December 7, 2005.
(d)
Exhibits.
| |
|
|
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
Asset
Purchase Agreement, dated September 21, 2005, by and among Astea
International Inc., FC Acquisition Corp., and FieldCentrix,
Inc.
|
|
10.1
|
|
Registration
Rights Agreement, dated September 21, 2005, by and between Astea
International Inc. and FieldCentrix, Inc.
|
|
10.2
|
|
Employment
Letter, dated September 21, 2005, by and between Astea International
Inc.
and John Tobin
|
|
99.1
|
|
Press
Release by Astea International Inc., dated September 22, 2005
|
| |
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
|
|
| |
|
|
|
ASTEA
INTERNATIONAL INC.
|
| |
|
|
|
|
|
Dated: September
26, 2005
|
|
By:
|
|
/s/
John Tobin
|
| |
|
|
|
John
Tobin
|
| |
|
|
|
President
|
| |
|
|
|
|
Exhibit
Index
| |
|
|
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
Asset
Purchase Agreement, dated September 21, 2005, by and among Astea
International Inc., FC Acquisition Corp., and FieldCentrix,
Inc.
|
|
10.1
|
|
Registration
Rights Agreement, dated September 21, 2005, by and between Astea
International Inc. and FieldCentrix, Inc.
|
|
10.2
|
|
Employment
Letter, dated September 21, 2005, by and between Astea International
Inc.
and John Tobin
|
|
99.1
|
|
Press
Release by Astea International Inc., dated September 22, 2005
|