sc13dza

0000950123-10-051921.txt : 20100521 0000950123-10-051921.hdr.sgml : 20100521 20100521150546 ACCESSION NUMBER: 0000950123-10-051921 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100521 DATE AS OF CHANGE: 20100521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECTICA INC CENTRAL INDEX KEY: 0001090908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770432030 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60961 FILM NUMBER: 10850842 BUSINESS ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-570-9700 MAIL ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 SC 13D/A 1 y84750sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)

Selectica, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

816288203

(CUSIP Number)

Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2010

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box þ.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


¹		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 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.		816288203	13D/A2	Page		2		of		6

NAME OF REPORTING PERSON

Lloyd I. Miller, III

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

PF-AF-OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

271,580*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

206,439*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

271,580*

WITH

SHARED DISPOSITIVE POWER

206,439*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

478,019*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.0%

TYPE OF REPORTING PERSON*

IA-OO

*On or about February 24, 2010, the company effected a reverse stock split of 1-for-20 shares of Selectica, Inc.’s common stock.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

This constitutes Amendment No. 2 to the statement on Schedule 13D (the “Amendment No. 2”) filed on behalf of Lloyd I. Miller III (“Mr. Miller” or the “Reporting Person”), dated and filed December 1, 2009 (the “Statement”), relating to the common stock, $0.0001 par value per share, of Selectica, Inc. (the “Company”). The Company’s principal executive office is located at 1740 Technology Drive, Suite 450, San Jose, CA 95110. This Amendment No. 2 is being filed to report that since the filing of the Amendment No. 1, dated May 6, 2010, a material change occurred in the percentage of the shares of Company common stock (“Shares”) beneficially owned by Mr. Miller. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

Mr. Miller is the investment advisor to the trustee of Trust A-4 and Trust C (collectively, the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, Trust A was split into four separate trusts. All of the Shares purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the Shares purchased by Trust A-4 was $2,569,180.45. All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was $975,429.57.

Mr. Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares purchased by Milfam II was $2,053,389.93.

Item 4. Purpose of the Transaction

Item 4 of the Statement is hereby amended and restated in its entirety as follows:

As previously reported, Mr. Miller believes that it would be in his best interests, and those of other shareholders, to attempt to influence the governance and business strategies of the Company. Based on Mr. Miller’s evaluation of the Company’s financial performance, Mr. Miller determined that he may seek to contact the Company’s Board of Directors or management from time to time in order to engage in discussions regarding governance and enhancing shareholder value.

Mr. Miller previously indicated to the Company an interest in acquiring additional Shares without becoming an “Acquiring Person” within the meaning of the Amended and Restated Rights Agreement between Selectica and Wells Fargo Bank, N.A., as Rights Agent, dated January 2, 2009, as amended (the “Rights Agreement”). As reported by the Company, the Review Committee of the Company’s Board of Directors granted an exemption under the Rights Agreement to three stockholders, including Mr. Miller and his affiliates, so that each may acquire beneficial ownership of additional shares of the Company’s outstanding common stock, subject to certain conditions and limitations. Mr. Miller has determined to seek to acquire up to 20% of the Company’s outstanding common stock, and entered into a voting agreement with the Company on May 6, 2010 (the “Voting Agreement”) so that any such Shares in excess of 15% would be voted to mirror the votes (pro and con) of all stockholders not subject to such a voting agreement. Such voting agreement provides that any such purchases in excess of 15% must be made on or prior to November 1, 2010. This description of the Voting Agreement is qualified in its entirety by the Voting Agreement filed as Exhibit 99.1 to this Amendment No. 2, which is incorporated herein by reference.

Except as described above in this Item 4 and herein, the Reporting Person does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) Mr. Miller may be deemed to beneficially own 478,019 Shares, which is equal to approximately 17.0% of the total number of outstanding Shares, based on 2,808,995 Shares outstanding as reported in the Company’s Form 10-K filed on February 12, 2010 and further calculated to take into account the reverse stock split of 1-for-20 shares on February 24, 2010. As of the date hereof, 141,009 of such beneficially owned Shares are owned of record by Trust A-4, 65,430 of such beneficially owned Shares are owned of record by Trust C, and 271,580 of such beneficially owned Shares are owned of record by Milfam II.

(b) Mr. Miller may be deemed to have shared voting and dispositive power for all Shares held of record by Trust A-4 and Trust C. Mr. Miller may be deemed to have sole voting and dispositive power for all Shares held of record by Milfam II.



		Milfam II L.P.

Date of Transaction	Number of Shares Purchased		Price Per Share
May 10, 2010	7,899		$5.50
May 12, 2010	2,493		$5.5193
May 13, 2010	39,504		$5.5999
May 14, 2010	12,624		$5.6272
May 17, 2010	500		$5.75

(d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 4 of this Schedule 13D/A is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits:

Exhibit 99.1 Voting Agreement.

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.

Dated: May 21, 2010



	By:	/s/ Lloyd I. Miller, III
		Lloyd I. Miller, III

EX-99.1 2 y84750exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

VOTING AGREEMENT

This Voting Agreement (the “Agreement”) is made and entered into as of May 6, 2010, by and among Selectica Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”).

1. Agreement to Vote Shares. From the date hereof through the termination of this Agreement in accordance with its terms, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall vote or consent the Shares (as defined below) (or cause the Shares to be voted or consented) on any matter in the same proportion as all voting securities of the Company (other than the Shares) are voted on such matter. In addition to the other covenants and agreements of Holder provided for elsewhere in this Agreement, from the execution of this Agreement until the termination of this Agreement, Holder shall not enter into any agreement, arrangement or understanding with any Person (as defined below) to take any action that would be inconsistent with the voting arrangement set forth in the foregoing sentence or that would otherwise have the effect of violating the provisions and agreements contained herein. This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Shares and only in the manner expressly provided herein. Except as otherwise set forth in this Section 1, Holder shall not be restricted from voting in favor of, voting against or abstaining with respect to, any other matter presented to the stockholders of the Company at a meeting thereof or in any action by written consent of stockholders.

2. Irrevocable Proxy. Concurrently with the execution of this Agreement, Holder agrees to deliver to Chief Executive Officer and Chief Financial Officer of the Company a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the extent provided in the General Corporation Law of the State of Delaware covering the Shares.

3. Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Company that Holder, together with Holder’s Affiliates and Associates (each term as defined below), as of the date of this Agreement (i) is the beneficial owner of the shares of Common Stock reported by Holder on Schedule 13D/A filed on the date hereof and (ii) does not own of record or beneficially any shares of capital stock of the Company other than the shares of Common Stock reported by Holder on Schedule 13D/A filed on the date hereof. Holder hereby represents, warrants and covenants to the Company that Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement (including under the Proxy), and that this Agreement (including the Proxy) has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Holder further acknowledges that the Company has, by action of its Board of Directors (or a committee thereof) on or about April 20, 2010, granted to Holder an exemption covering purchases from the date hereof through November 1, 2010 from the operation of the Company’s

Amended and Restated Stockholder Rights Plan with respect to Holder’s purchase of up to 20% of the outstanding shares of Common Stock (the “Exempt Shares”). Holder covenants that, in the event that Holder (or its Affiliate or Associates) elects to purchase all or a portion of the Exempt Shares to which they are entitled, all such Exempt Shares shall be purchased no later than November 1, 2010.

To the extent that Holder (or its Affiliates and Associates) purchases any Exempt Shares, Holder represents, warrants and covenants that (i) it shall make, on a timely basis, all regulatory and other filings that may be required (including the filing of Forms 13D or 13E) with respect to the purchase of such Exempt Shares and (ii) its purchase of Exempt Shares will not constitute a “tender offer” under Regulation 14D of the Securities Exchange Act of 1934, as amended, and shall be effected in compliance with all applicable laws, including federal and state securities laws.

4. Additional Documents. Holder hereby covenants and agrees to execute and deliver any additional documents necessary to carry out the purpose and intent of this Agreement.

5. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate, and shall have no further force or effect, upon the termination hereof by the mutual consent in writing of the Company and Holder.

6. Definitions.

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date hereof; provided, however, that a Person shall not be deemed to be the Affiliate or Associate of another Person solely because either or both Persons are or were directors of the Company.

“Common Stock” shall mean the common stock, par value $.0001 per share, of the Company.

“Person” shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust or other legal entity, group of persons making a “coordinated acquisition” of shares, and includes any successor (by merger or otherwise) of such individual or entity.

“Shares” shall mean, with respect to Holder, (i) all shares of Common Stock held beneficially or of record by Holder (together with Holder’s Affiliates and Associates), in excess of 15% of the Common Stock outstanding as of the record date of the applicable vote or action by written consent of the Company’s stockholders and (ii) any shares of capital stock of the Company, or other securities of the Company having voting power generally, that Holder (together with Holder’s Affiliates and Associates) purchases or with respect to which Holder otherwise acquires record or beneficial ownership after the date of this Agreement.

7. Miscellaneous.

(a) Amendments and Waivers. Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the parties and their respective successors and assigns.

(b) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Delaware, without giving effect to principles of conflicts of law.

(c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 72 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g) Specific Performance. Each of the parties hereto recognizes and acknowledges that a breach of any covenants or agreements contained in this Agreement will cause the Company to sustain damages for which they would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the Company shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

[SIGNATURE PAGE FOLLOWS]

The parties have caused this Agreement to be duly executed on the date first above written.


		SELECTICA INC.

		By: Name:		/s/ Todd A. Spartz Todd A. Spartz
		Title:		CFO
		Address:		Selectica Inc.
				1740 Technology Drive,
				San Jose, CA 95110

		HOLDER

		By: Name:		/s/ Lloyd I. Miller, III Lloyd I. Miller, III

		Holder’s Address for Notice:

		4550 Gordon Drive,
		Naples, FL 34102

EXHIBIT A
IRREVOCABLE PROXY TO VOTE STOCK OF
SELECTICA INC.

The undersigned stockholder of Selectica Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the full extent permitted by the General Corporation Law of the State of Delaware) appoints the Chief Executive Officer and Chief Financial Officer of the Company, and each of them, as the sole and exclusive proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the Shares (as defined in the Voting Agreement, dated as of May 6, 2010 (the “Voting Agreement”)), by and among the Company and the Holder party thereto) in accordance with the terms of this Proxy. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares, are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until the termination of the Voting Agreement.

This Proxy is coupled with an interest, is irrevocable (to the extent permitted by the General Corporation Law of the State of Delaware), is granted pursuant to the Voting Agreement and is granted in exchange for valid consideration.

The proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the termination of the Voting Agreement, to act as the undersigned’s proxy to vote the Shares, and to exercise all voting rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the General Corporation Law of the State of Delaware), at every annual, special, adjourned or postponed meeting of the stockholders of the Company and in every written consent in lieu of such meeting in the manner provided in the Voting Agreement.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.



	By:	/s/ Lloyd I. Miller, III
		Lloyd I. Miller, III

Dated: May 6, 2010