astea10ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-K/A
(Mark One)
 [X]           Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.
For The Fiscal Year Ended:  December 31, 2008
or

[    ]           Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.
For the transition period from                               to                              
Commission File Number: 0-26330
ASTEA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 
               Delaware                
  
     23-2119058     
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
 
  
Identification No.)
240 Gibraltar Road, Horsham, Pennsylvania
  
     19044   
(Address of principal executive offices) 
  
  (Zip Code)
Registrant’s telephone number, including area code: (215) 682-2500

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
  
Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value Per Share
  
The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange  Act:  NONE
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes  _     No  X  

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  _     No  X  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X     No     

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  _     No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
     Large Accelerated filer __      Accelerated Filer __      Non-accelerated Filer       Smaller Reporting Company _X_

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 if the Exchange Act.)   Yes__ No X

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 2008 (based on the closing price of $3.66 as reported by the Capital Market of The NASDAQ Stock Market LLC as of such date) was $8,018,515.  For purposes of determining this amount only, the registrant has defined affiliates of the registrant to include the executive officers and directors of registrant and holders of more than 10% of the registrant’s common stock on June 30, 2008.

As of May 7, 2009, 3,554,049 shares of the registrant’s Common Stock were outstanding.

 
 
 

Explanatory Note
 
        Astea International Inc. (we, us, or Company) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 to amend and restate certifications in Exhibits 31.1 and 31.2 to accurately reflect the proper current language required by the Securities and Exchange Commission (SEC).   Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (Exchange Act), the amended and restated certifications are currently dated. The remainder of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on May 7, 2009 remains unchanged.

 
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PART IV

Item 15.                      Exhibits and Financial Statement Schedules
 
  (a)(3)  List of Exhibits.
   
  The following exhibits are filed as part of and incorporated by reference into this Annual Report on Form 10-K:
     
 
Exhibit No.
Description
   
 
3.1
Certificate of Incorporation of the Company (Incorporated herein by reference to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended
(File No. 33-92778)).
 
3.2
By-Laws of the Company (Incorporated herein by reference to Exhibit 3.2 to the
Company’s Registration Statement on Form S-1, as amended (File No. 33-92778)).
 
3.3
Certificate of Designation of Series A Convertible Preferred Stock
(Incorporated by reference to the Company’s Current Report on Form 8-K
filed September 26, 2008).
 
4.1
Specimen certificate representing the Common Stock (Incorporated herein by
Reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1,
as amended (File No. 33-92778)).
 
10.7
Amendment No. 1 to 1995 Employee Stock Purchase Plan (Incorporated herein by
reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1997).
 
10.8
1995 Employee Stock Purchase Plan Enrollment/Authorization Form
(Incorporated herein by reference to Exhibit 4.7 to the Company’s Registration
Statement on Form S-8, filed on September 19, 1995 (File No. 33-97064)).
 
10.9
Amended and Restated 1995 Non-Employee Director Stock Option Plan    
(Incorporated herein by reference to Exhibit 10.9 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 1997).
 
10.10
Form of Non-Qualified Stock Option Agreement under the 1995 Non-Employee
Director Stock Option Plan (Incorporated herein by reference to Exhibit 4.5 to the
Company’s Registration Statement on Form S-8, filed on September 19, 1995
(File No. 33-97064)).
 
10.11
1997 Stock Option Plan (Incorporated herein by reference to Exhibit 10.10 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
1996).
 
10.12
Form of Non-Qualified Stock Option Agreement under the 1997 Stock Option
Plan.
(Incorporated herein by reference to Exhibit 10.11 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 1996).
 
10.13
Form of Incentive Stock Option Agreement under the 1997 Stock Option Plan
(Incorporated herein by reference to Exhibit 10.12 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 1996).
 
10.14
1998 Stock Option Plan (Incorporated herein by reference to Exhibit 10.14 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 1997).
 
10.15
Form of Non-Qualified Stock Option Agreement under the 1998 Stock Option
Plan.
(Incorporated herein by reference to Exhibit 10.15 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 1997).
 
10.16
Form of Incentive Stock Option Agreement under the 1998 Stock Option Plan.
 
(Incorporated herein by reference to Exhibit 10.16 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 1997).

 
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10.28
2001 Stock Option Plan (Incorporated herein by reference to Exhibit 99.1 to the
Company’s Registration Statement on Form S-8 (File No. 333-107757)).
 
10.30
Form of Severance Agreement, dated April 14, 2008, between Astea
International Inc. and certain of its officers 10.31 Preferred Stock Purchase
Agreement by and between Astea International Inc. and Zack Bergreen, dated
September 24, 2008 (Incorporated by reference to the Company’s Current Report
on Form 8-K filed September 26, 2008).
     
     
   
 Schedule of Differences
     
   
Each Severance Agreement executed with the executive officers listed below is
substantially the same as the form of each other:
     
    Officers
Title
    Zack Bergreen
Chief Executive Officer
    Fredric Etskovitz
Chief Financial Officer and Treasurer
    John Tobin
President
 

 
 
21.1
Subsidiaries of the Registrant (Incorporated by reference to the Company’s
Annual Report on Form 10-K filed April 1, 2002).
 
23.1
Consent of Grant Thornton, LLP (Incorporated by reference to the Company’s
Annual Report on Form 10-K filed May 7, 2009).
 
24.1
Powers of Attorney  (Incorporated by reference to the Company’s Annual Report
on Form 10-K filed May 7, 2009).
 
 
 
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 – President and Chief Executive Officer  
(Incorporated by reference to the Company’s Annual Report on Form 10-K filed
May 7, 2009).
 
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906  (Incorporated by reference to the Company’s Annual Report on Form 10-K
filed May 7, 2009
 
_____________________
*  Filed with this Form 10-K/A



 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 7th  day of May 2009.


   
ASTEA INTERNATIONAL INC.
       
       
   
By: /s/Zack Bergreen                      
     
Zack Bergreen
     
 Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 
Signature
Title
Date
     
/s/Zack Bergreen
Chief Executive Officer
May 7, 2009
Zack Bergreen
(Principal Executive Officer)
  
     
/s/Rick Etskovitz
Chief Financial Officer
May 7, 2009
Rick Etskovitz
(Principal Financial and Accounting
Officer)
  
     
/s/             *                        
Controller
May 7, 2009
Eileen Smith
    
     
________*__________
Director
May 7, 2009
Thomas J. Reilly, Jr.
    
     
/s/Zack Bergreen
Director
May 7, 2009
Zack Bergreen
    
     
________*__________
Director
May 7, 2009
Adrian Peters
    
     
________*__________
Director
May 7, 2009
Eric Siegel
    
     

 
/s/Rick Etskovitz                                           
Rick Etskovitz
Power of Attorney


 
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Exhibit Index to Form 10-K/A




  Exhibit No.  
Description
     
     
     
 
  31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.






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