-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H2/Q6wuhzeXZkQClWiXLqhYuqMR1yFXjuv9y9AiBO4TgMDoDHnK9ZeRCmcE5xzct mQRvzMYXPG2sZrgYNgTHmA== 0000922996-97-000051.txt : 19970708 0000922996-97-000051.hdr.sgml : 19970708 ACCESSION NUMBER: 0000922996-97-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970707 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASTEA INTERNATIONAL INC CENTRAL INDEX KEY: 0000945989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232119058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49091 FILM NUMBER: 97636963 BUSINESS ADDRESS: STREET 1: 455 BUSINESS CENTER DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2158228888 MAIL ADDRESS: STREET 1: 100 HIGHPOINT DRIVE CITY: CHALFONT STATE: PA ZIP: 18914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUNS RONALD J CENTRAL INDEX KEY: 0001009902 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1125 KELLY JOHNSON BLVD STREET 2: SUITE 100 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 BUSINESS PHONE: 7195937802 MAIL ADDRESS: STREET 1: 8350 ALPIN VIEW WAY CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 SC 13D/A 1 AMENDMENT 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Astea International Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04622E109 (CUSIP Number) Ronald J. Muns 8350 Alpinview Way Colorado Springs, Colorado 80919 (719) 593-7802 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald J. Muns 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER 1,125,570 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 100,000 EACH REPORTING 9 SOLE DISPOSITIVE POWER 1,125,570 PERSON WITH 10 SHARED DISPOSITIVE POWER 100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,225,570 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.27% 14 TYPE OF REPORTING PERSON* IN Amendment No. 2 to Statement on Schedule 13D This amended statement on Schedule 13D relates to the Common Stock, $.01 par value per share (the "Shares"), of Astea International Inc. (the "Company"). Items 5, 6 and 7 of this statement, previously filed by Ronald J. Muns (the "Reporting Person"), are hereby amended as set forth below. Item 5. Interest in Securities of the Issuer. No change except for the addition of the following: (a) The Reporting Person is the direct beneficial owner of 1,225,570 Shares, or approximately 9.27% of the 13,228,419 Shares outstanding as of May 9, 1997, according to information contained in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1997. Such shares include (i) 90,000 Shares which the Reporting Person has the right to acquire pursuant to the grant of an option by the Company to the Reporting Person described in Item 5(c) below and (ii) 100,000 Shares held by the Muns Family Partnership, a limited partnership of which the Reporting Person and his wife are the sole general partners. (c) The table below sets forth sales of the Shares by the Reporting Person during the last 60 days. The Reporting Person effected all of such sales on the NASDAQ National Market. Date Amount of Shares Sold Approximate Price Per Share (exclusive of commissions) 6/16/97 10,000 $3.40 On June 30, 1997, the Reporting Person entered into the agreements with the Company described under Item 6 pursuant to which, among other things, the Company granted to the Reporting Person a ten year option to acquire 90,000 Shares at a price of $3.06 per share. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On June 30, 1997, the Reporting Person entered into an agreement pursuant to which the Reporting Person agreed, among other things, to settle various claims he had previously asserted against the Company in connection with the Company's 1996 acquisition of Bendata, Inc. from the Reporting Person and others. Under the settlement agreement, the Company (i) granted the Reporting Person an ten year option to acquire 90,000 Shares at $3.06 per Share, (ii) agreed to pay the Reporting Person cash in the amount of $1.00 per Share for each Share sold by the Reporting through September 30, 1997, up to a maximum of $300,000 and (iii) agreed to pay the Reporting Person an additional $1 million in cash in installments over five years. The foregoing summary of the agreements between the Company and the Reporting Person is qualified in its entirety to the full text of the agreements attached as exhibits 1 and 2 and incorporated herein by reference. Item 7. Material to be Filed as Exhibits 1. Agreement dated as of June 30, 1997 between Astea International, Inc. and Ronald J. Muns. 2. Option Agreement dated June 30, 1997 between Astea International Inc. and Ronald J. Muns Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 7, 1997 /s/ Ronald J. Muns Ronald J. Muns EX-1 2 AGREEMENT This Agreement (the "Agreement") dated as of June 30, 1997 between Ronald J. Muns and Astea International Inc., a Delaware corporation (the "Company"). WHEREAS, Mr. Muns and the Company entered into that certain Employment and Noncompetition Agreement dated March 1, 1996 (the "Employment Agreement") to which Bendata, Inc. ("Bendata"), a Colorado corporation and wholly-owned subsidiary of the Company, is also a party. WHEREAS, Bendata and the Company entered into the Employment Agreement with Mr. Muns in connection with the Company's purchase of all of the outstanding capital stock and equity interests of Bendata and certain other entities affiliated with Bendata from Mr. Muns and all of the other holders thereof (the "Shareholders") pursuant to an Agreement and Plan of Merger dated February 27, 1996 (the "Merger Agreement") among the Company, BDI Acquisition Corp., Bendata, Bendata (UK) Limited LLC, Mr. Muns, Randall Casto and David Russell; WHEREAS, as consideration for the Company's purchase of Bendata, the Company issued an aggregate of 1,500,000 shares (the "Shares") of common stock, $.01 par value per share, of the Company (the "Common Stock") to the Shareholders, of which Mr. Muns received 1,366,270 Shares; WHEREAS, pursuant to a Registration Rights Agreement dated as of February 26, 1996 among the Company, Mr. Muns and others (the "Registration Agreement"), the Company has agreed to register the Shares received by Mr. Muns for resale under the Securities Act of 1933, as amended, and a registration statement filed pursuant to the Registration Agreement is currently effective; WHEREAS, Mr. Muns has asserted and continues to assert various claims against the Company including those for breach of the representations and warranties in the Merger Agreement (the "Claims"); WHEREAS, the Company has denied and continues to deny Mr. Muns' Claims; WHEREAS, to avoid the expense and distraction of litigation over Mr. Muns' Claims, each of the Company, Bendata and Mr. Muns have agreed to compromise and settle such Claims, and to modify certain of the terms of the Employment Agreement; NOW, THEREFORE, in consideration of the premises and in exchange for the promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bendata, the Company and Mr. Muns agree as follows: 1. Consulting Agreement. The Company, Bendata, and Mr. Muns shall immediately execute and enter into a consulting and development agreement with Mr. Muns in the form attached hereto as Exhibit A (the "Consulting Agreement"). 2. Additional Consideration on Sales. The Company will pay Mr. Muns $1.00 per share in cash for each Share sold by Mr. Muns between July 1, 1997 and September 30, 1997 (the "Termination Date"), up to a maximum of $300,000. The amount owed by the Company will be due and payable upon written notification by Mr. Muns of the number of Shares sold made on the earlier of two business days after the date on which Mr. Muns has sold at least 300,000 Shares or the Termination Date. 3. Cash Payment. The Company has executed and delivered to Mr. Muns its promissory note, in the form of Exhibit B, evidencing the Company's obligation to pay Mr. Muns an aggregate of One Million Dollars ($1,000,000), payable without interest in twenty (20) equal quarterly installments over a period of five (5) years commencing on the date of this Agreement, or at such earlier time or times as determined by the Company in its sole discretion, the first installment of which shall be paid concurrent with the execution of this Agreement. 4. Option Grant. The Company hereby grants to Mr. Muns a non-qualified option to purchase 90,000 shares of Common Stock with a duration of ten years, substantially in the form attached hereto as Exhibit C (the "Option") at an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on the last trading day prior to the date of this Agreement. The Option will be immediately and fully exercisable. 5. Registration Statement. The Company agrees promptly to file and maintain the effectiveness of a registration statement on Form S-8 to allow Mr. Muns to sell the shares of Common Stock obtainable upon exercise of the Option. 6. Legal Fees and Expenses. The Company herewith reimburses to Mr. Muns a total of $20,000.00 to defray a portion of the legal fees and expenses that he has incurred in connection with the investigation and settlement of his claims by delivering to him a check in that amount. 7. Nature of Consideration. The Company acknowledges that the payment of sums of money pursuant to paragraphs 2, 3 and 6 of this Agreement, and the grant of the Option pursuant to paragraph 4 of this Agreement are in settlement of claims and not compensation to Mr. Muns. The Company agrees not to issue an IRS Form W-2 to Mr. Muns indicating that any portion of such consideration is compensation to Mr. Muns. The Company agrees to issue an IRS Form 1099-MISC indicating that the consideration is "other income" (box 3). 8. Release by Mr. Muns. Effective upon the execution and delivery of this Agreement by the Company, Mr. Muns does hereby, for himself and his heirs, executors, agents, representatives, affiliated entities, successors and assigns, remise, release, acquit and forever discharge the Company, Bendata, and their respective stockholders, subsidiaries, affiliates, directors, officers, employees, agents, predecessors, successors and assigns, of and from any and all manner of action and actions, cause and causes of action, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever, in law or in equity, against the Company, Bendata, or any of their respective affiliates as hereinabove enumerated, which Mr. Muns ever had, now has or which he, or persons related to him as hereinabove enumerated, can, shall or may have, whether or not now known, for, upon or by reason of or in any way relating to the Merger Agreement, the Company's purchase of Bendata from Mr. Muns and the other Shareholders, or the issuance of the Company's securities to Mr. Muns at any time prior to the date of this Agreement; provided however, that the foregoing release shall not be construed to release claims arising under this Agreement or the Registration Agreement, or future obligations of the Company under the Employment Agreement or the Consulting Agreement. 9. Release by the Company. Effective upon the execution and delivery of this Agreement by Mr. Muns, the Company and Bendata, or themselves and their respective stockholders, subsidiaries, affiliates, directors, officers, employees, agents, predecessors, successors and assigns, do hereby release, remise and acquit and forever discharge Mr. Muns, his heirs, executors, successors and assigns, of and from any and all manner of action and actions, cause and causes of action, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever, in law or in equity, against Mr. Muns or any person related to him as hereinabove enumerated, which the Company, Bendata, or any of their respective affiliates as hereinabove enumerated, ever had, now has or which it or any of its respective affiliates as hereinabove enumerated, can, shall or may have, whether or not known, for, upon or by reason of or in any way related to the Merger Agreement, the Company's purchase of Bendata from Mr. Muns and the other Shareholders, or the issuance of the Company's securities to Mr. Muns at any time prior to the date of this Agreement; provided however, that the foregoing release shall not be construed to release claims arising under this Agreement or the Registration Agreement, or future obligations of Mr. Muns under the Employment Agreement or the Consulting Agreement. 10. Representations and Warranties. (a) Mr. Muns has such knowledge and experience in financial and business matters and in making investment decisions of this type that he is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision. (b) The Company represents and warrants to Mr. Muns that the Company has taken all action that may be required by its corporate charter, by-laws and all other applicable law to authorize execution, delivery and performance of this Agreement. (c) The Company and Mr. Muns represent and warrant to each other that this Agreement has been duly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, and that neither has assigned, transferred, or hypothecated or pledged any portion of the claims subject to this Agreement to any third party. 11. Amendment to Employment Agreement. Section 5(b) of the Employment Agreement is hereby clarified and, to the extent necessary, modified to permit Mr. Muns to (a) be employed by or consult with, and be an officer, director and stockholder of, CoreTech Consulting Group, Inc. (or any of its affiliates); (b) provide consulting, training and event services, and certification programs, notwithstanding the fact that such activities may involve businesses to which Bendata's products are sold; provided, however, Mr. Muns will not sell or intentionally assist others in selling products that are competitive with any of the products Bendata is selling or announced that it will be selling as of the date of this Agreement; and (c) permit Mr. Muns to serve actively in the affairs of any professional association or non-profit organization established to further the professional certification of help desk professionals. 12. Miscellaneous. (a) Except to the extent expressly amended hereby, the Employment, Merger and Registration Agreements shall not be altered by this Agreement. Except as otherwise set forth in the Employment, Merger and Registration Agreements and the attachments thereto, this Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, written or oral, with respect to the subject matter of this Agreement. To the extent consistent with this Agreement, the Employment, Merger and Registration Agreements and the attachments thereto are reaffirmed hereby. (b) Except as otherwise contemplated herein or required by applicable law or regulation, or by the order of a tribunal having appropriate jurisdiction, and only to the extent so contemplated or required, the Company and Mr. Muns shall not disclose the contents or existence of this Agreement to any other person. The Company consents to the filing by Mr. Muns of an amendment to his existing statement on Schedule 13D which will include a summary of this Agreement and to which a copy of this Agreement will be attached as an exhibit. (c) From and after the date of this Agreement, upon the reasonable request of any party hereto, the other party shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and effectuate fully the intent and purposes of this Agreement. (d) This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Delaware without regard to conflict-of-law principles. (e) This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original for all purposes. ************** IN WITNESS WHEREOF, the parties have executed this Agreement of this 30th day of June, 1997. ASTEA INTERNATIONAL INC. By: Zack B. Bergreen Chief Executive Officer BENDATA, INC. By: Vance Brown President Ronald J. Muns EX-2 3 ASTEA INTERNATIONAL INC. Stock Option Agreement ASTEA INTERNATIONAL INC., a Delaware corporation (the "Company"), hereby grants this 30th day of June, 1997, to Ronald J. Muns ("Optionee"), an option (the "Option") to purchase a maximum of 90,000 shares (the "Option Shares") of its Common Stock, $.01 par value (the "Common Stock"), at the price of $3.06 per share (the "Option Exercise Price"), subject to the following terms and conditions: 1. Extent of Option. The Optionee may exercise all or any part of this Option immediately. Any part of this Option not exercised by June 29, 2007 shall expire. 2. Death; Disability. If the Optionee is a natural person who dies before the date that is ten years from the date this Option is granted, this Option may be exercised, to the extent of the number of Option Shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this Option has been assigned pursuant to Section 8, at any time before June 29, 2007. 3. Partial Exercise. Exercise of this Option up to the extent above stated may be made in part at any time and from time to time within the above limits, except that this Option may not be exercised for a fraction of a share unless such exercise is with respect to the final installment of Option Shares subject to this Option and a fractional share (or cash in lieu thereof) must be issued to permit the Optionee to exercise completely such final installment. Any fractional share with respect to which an installment of this Option cannot be exercised because of the limitation contained in the preceding sentence shall remain subject to this Option and shall be available for later purchase by the Optionee in accordance with the terms hereof. 4. Payment of Option Exercise Price. The Option Exercise Price is payable in United States dollars only and must be paid: (a) in cash or by personal check, or any combination of the foregoing, equal in amount to the Option Exercise Price; or (b) in the discretion of the Board of Directors, in cash, by personal check, by delivery of shares of the Company's Common Stock or Preferred Stock having a fair market value (as determined by the Board of Directors) equal as of the date of exercise to the Option Exercise Price, by delivery of a personal recourse promissory note, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the Option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the Optionee's direction at the time of exercise, or by any combination of the foregoing, equal in amount to the Option Exercise Price. If the Optionee delivers shares of Common Stock or Preferred Stock held by the Optionee (the "Old Stock") to the Company in full or partial payment of the Option Exercise Price, and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, the Common Stock or Preferred Stock received by the Optionee on the exercise of this Option shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Optionee paid for such Common Stock or Preferred Stock by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. 5. Agreement to Purchase for Investment. By acceptance of this Option, the Optionee agrees that a purchase of Option Shares under this Option will not be made with a view to their distribution, as that term is used in the Securities Act of 1933, as amended (the "Securities Act"), unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of the Securities Act and applicable state securities laws, and the Optionee agrees to sign a certificate to such effect at the time of exercising this Option and agrees that the certificate for the Option Shares so purchased may be inscribed with a legend to ensure compliance with the Securities Act and applicable state securities laws. This section shall not apply in the event the shares of Common Stock issuable upon exercise of this Option have been registered on a registration statement which is effective and current under the Securities Act. 6. Method of Exercising Option. Subject to the terms and conditions of this Agreement, this Option may be exercised by written notice to the Vice President and General Counsel of the Company, at its Bedford, Massachusetts office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this Option and the number of Option Shares in respect of which it is being exercised and shall be signed by the person or persons so exercising this Option. Such notice shall be accompanied by payment of the full Option Exercise Price of such Option Shares, and the Company or its transfer agent shall deliver a certificate or certificates representing such Option Shares as soon as practicable after the notice shall be received. The certificate or certificates for the Option Shares as to which this Option shall have been so exercised shall be registered in the name of the person or persons so exercising this Option (or, if this Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising this Option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising this Option. In the event this Option shall be exercised, pursuant to Section 3 hereof, by any person or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this Option. All Option Shares that shall be purchased upon the exercise of this Option as provided herein shall be fully paid and nonassessable. 7. Option Not Transferable. This Option is not transferable or assignable except by will or by the laws of descent and distribution. During the Optionee's lifetime only the Optionee can exercise this Option. 8. No Obligation to Exercise Option. The grant and acceptance of this Option imposes no obligation on the Optionee to exercise it. 9. No Obligation to Continue Business Relationship. The Company and any affiliated corporations are not by this Option obligated in any manner to continue to maintain a business relationship with the Optionee. 10. No Rights as Stockholder until Exercise. The Optionee shall have no rights as a stockholder with respect to the Option Shares subject to this Agreement until a stock certificate therefor has been issued to the Optionee and is fully paid for by the Optionee. No adjustment shall be made for dividends or similar rights for which the record date is prior to the date such stock certificate is issued. 11. Capital Changes and Business Successions. If, during the term of this Agreement, there shall be any stock dividend, stock rights or distribution, stock split, recapitalization, merger, consolidation, reorganization or other similar change or transaction of or by the Company, an appropriate adjustment shall be made to the number and kind of shares remaining to be acquired upon exercise of the Option and to the exercise price of the Option so that the value to be received by Optionee upon exercise of the Option shall, in the aggregate, be the same as if none of the foregoing transactions had occurred. The Company shall promptly notify Optionee in writing of any such adjustments, the reason therefor and the calculation thereof. 12. Miscellaneous Provisions. 12.1 Binding Effect. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, personal and legal representatives and permitted assigns. 12.2 Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings between them with respect thereto. 12.3 Amendments; Waivers. This Agreement may not be modified except by written agreement signed by both the Company and Optionee, and no provision hereof or breach thereof may be waived except in writing by the party waiving its or his rights. The waiver of any term hereof or the breach thereof in any instance shall not be deemed to be a waiver of such term or breach in any other instance or of any other term or breach. 12.4 Headings; Pronouns. The descriptive headings of the respective sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or affect the construction of the provisions which follow them. Any references to sections contained herein shall be deemed to refer to the sections hereof unless otherwise specified. Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a singular shall include the plural and vice-versa as the context and facts may require. 12.5 Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware. 12.6 Notices. All communications between the parties shall be in writing and shall be deemed to have been duly given as of the date of hand delivery or three days after mailing via certified or registered mail, return receipt requested, proper postage prepaid to the following addresses or such other addresses as either party shall from time to time notify the other: (i) If to the Company: Astea International Inc. 55 Middlesex Turnpike Bedford, MA 01730 Attn. General Counsel (ii) If to Optionee: 8350 Alpinview Way Colorado Springs, CO 80919 12.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances. IN WITNESS WHEREOF, the Company and the Optionee have caused this instrument to be executed, and the Optionee whose signature appears below acknowledges acceptance of an original copy of this Agreement. ____________________________ ASTEA INTERNATIONAL INC. Signature of Optionee ____________________________ By:______________________________ Ronald J. Muns Its:______________________________ ____________________________ Street Address ____________________________ City State Zip Code -----END PRIVACY-ENHANCED MESSAGE-----