0001104659-08-057081.txt : 20080904 0001104659-08-057081.hdr.sgml : 20080904 20080904165038 ACCESSION NUMBER: 0001104659-08-057081 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080904 DATE AS OF CHANGE: 20080904 GROUP MEMBERS: JOSEPH A. LIEMANDT GROUP MEMBERS: VERSATA ENTERPRISES, INC. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-49091 FILM NUMBER: 081056844 BUSINESS ADDRESS: STREET 1: 240 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156822500 MAIL ADDRESS: STREET 1: 240 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trilogy, Inc. CENTRAL INDEX KEY: 0001296214 IRS NUMBER: 742887051 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6011 WEST COURTYARD DRIVE, SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512-874-3100 MAIL ADDRESS: STREET 1: 6011 WEST COURTYARD DRIVE, SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78730 SC 13D 1 a08-22958_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. --)*

ASTEA INTERNATIONAL INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04622E208

(CUSIP Number)

Dennis R. Cassell, Esq.

Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

(214) 651-5319

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

August 28, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

CUSIP No. 04622E208

	1.	Names of Reporting Persons Versata Enterprises, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 215,500

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 215,500

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 215,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.0%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 04622E208

	1.	Names of Reporting Persons Trilogy, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 215,500

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 215,500

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 215,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.0%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 04622E208

	1.	Names of Reporting Persons Joseph A. Liemandt

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 215,500

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 215,500

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 215,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.0%

	14.	Type of Reporting Person (See Instructions) IN/HC

Item 1. Security and Issuer.

This statement relates to the common stock of ASTEA INTERNATIONAL INC. The address of the principal executive offices of the issuer is 240 Gibraltar Road, Horsham, Pennsylvania 19044.

Item 2. Identity and Background.

The name of each person filing this statement and the place of organization or citizenship of such reporting person is stated in Items 1 and 6 on the cover page(s) hereto. The principal business of Versata Enterprises, Inc. is providing enterprise software products and services. Versata is a wholly owned subsidiary of Trilogy, Inc. Trilogy may be deemed to control Versata and beneficially own securities owned by Versata. The principal business of Trilogy is providing technology-powered business services. Joseph A. Liemandt (i) is an officer and a director of Versata and the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy and (ii) may be deemed to control each of Versata and Trilogy and beneficially own securities owned by each of Versata and Trilogy. The present principal occupation of Mr. Liemandt is serving as the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy. The address of the principal office or business address of each reporting person is 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730. During the last five years, no reporting person has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

Item 3. Source and Amount of Funds or Other Consideration.

Versata used approximately $733,615.55 of Versata’s working capital to purchase the shares of common stock of the issuer reported as beneficially owned by Versata herein.

Item 4. Purpose of the Transaction.

The acquisition of securities of the issuer by Versata is for investment purposes.

Each reporting person plans and proposes to review their investment in the issuer on a continuing basis. Depending upon each factor discussed below and each other factor that is or may become relevant, each reporting person plans and proposes to: (i) acquire additional shares of common stock of the issuer in open market or privately negotiated transactions; (ii) sell all or part of the shares in open market or privately negotiated transactions; (iii) recommend one or more transactions involving the sale of all or a part of the equity interests in the issuer; (iv) make a proposal for the acquisition of all or a part of the equity interests in the issuer; or (v) engage in any combination of the foregoing.

Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the common stock, the financial condition, results of operations and prospects of the issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each reporting person with respect to the issuer, the foregoing is subject to change at any time, and there can be no assurance that any of the actions set forth above will be taken.

Item 5. Interest in Securities of the Issuer.

(a) Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each reporting person is stated in Items 11 and 13 on the cover page(s) hereto.

(b) Number of shares as to which each reporting person has:

(i) sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii) shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the reporting persons are described below.

Transaction Date	Effecting Person(s)	Shares Acquired	Shares Disposed	Price Per Share			Description of Transaction
July 10, 2008	Versata Enterprises, Inc.	4,700	0	$	3.5849	(1)	Open market purchase
July 11, 2008	Versata Enterprises, Inc.	4,100	0	$	3.5490	(1)	Open market purchase
July 14, 2008	Versata Enterprises, Inc.	500	0	$	3.5400	(1)	Open market purchase
July 15, 2008	Versata Enterprises, Inc.	1,200	0	$	3.6000	(1)	Open market purchase
July 16, 2008	Versata Enterprises, Inc.	3,300	0	$	3.5947	(1)	Open market purchase
July 24, 2008	Versata Enterprises, Inc.	500	0	$	3.6000	(1)	Open market purchase
July 25, 2008	Versata Enterprises, Inc.	100	0	$	3.6000	(1)	Open market purchase
July 28, 2008	Versata Enterprises, Inc.	900	0	$	3.5978	(1)	Open market purchase

July 29, 2008	Versata Enterprises, Inc.	4,900	$	3.5465	(1)	Open market purchase
July 30, 2008	Versata Enterprises, Inc.	5,100	$	3.5602	(1)	Open market purchase
July 31, 2008	Versata Enterprises, Inc.	400	$	3.6000	(1)	Open market purchase
August 4, 2008	Versata Enterprises, Inc.	500	$	3.6000	(1)	Open market purchase
August 8, 2008	Versata Enterprises, Inc.	2,700	$	3.5925	(1)	Open market purchase
August 13, 2008	Versata Enterprises, Inc.	2,100	$	3.5429	(1)	Open market purchase
August 15, 2008	Versata Enterprises, Inc.	99,980	$	3.4692	(1)	Open market purchase
August 21, 2008	Versata Enterprises, Inc.	2,120	$	3.0491	(1)	Open market purchase
August 25, 2008	Versata Enterprises, Inc.	1,240	$	3.1000	(1)	Open market purchase
August 26, 2008	Versata Enterprises, Inc.	640	$	3.1000	(1)	Open market purchase
August 28, 2008	Versata Enterprises, Inc.	35,000	$	2.9824	(1)	Open market purchase
September 2, 2008	Versata Enterprises, Inc.	1,700	$	3.0753	(1)	Open market purchase

(1) Excludes commission of $0.02 per share.

Except as otherwise described herein, no transactions in the common stock of the issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any reporting person.

(d) Other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock that may be deemed to be beneficially owned by the reporting persons.

(e) Not applicable.

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

Except as otherwise described herein, no reporting person has any legal or other contract, arrangement, understanding, or relationship with any other person with respect to any securities of the issuer. To the knowledge of each reporting person, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer.

Item 7. Material to be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:

Exhibit		Description of Exhibit
24.1		Joint Filing Agreement and Power of Attorney
99.1		Additional Information

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:	September 4, 2008	VERSATA ENTERPRISES, INC.

		By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt
		Title:	Assistant Secretary

	September 4, 2008	TRILOGY, INC.

		By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt
		Title:	President and Chief Executive Officer

	September 4, 2008	JOSEPH A. LIEMANDT

		By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt

EXHIBIT INDEX

Exhibit		Description of Exhibit
24.1		Joint Filing Agreement and Power of Attorney (furnished herewith)
99.1		Additional Information (furnished herewith)

EX-24.1 2 a08-22958_1ex24d1.htm EX-24.1

EXHIBIT 24.1

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

September 4, 2008

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

Know all men by these presents, that each party hereto hereby constitutes and appoints each of Sean P. Fallon and Lance A. Jones, and each of them, as the true and lawful attorneys-in-fact and agents, or attorney-in-fact and agent, of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements, and/or exhibits, and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits, and/or documents with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and (iv) to perform any and all other acts that said attorneys-in-fact or agents, or any of them, determine may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorneys-in-fact and agents, or any of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. Each party hereto hereby acknowledges that the foregoing attorneys-in-fact and agents, or any of them, in serving in such capacity at the request of such undersigned party, are not assuming any of the responsibilities of the undersigned to comply with Section 16 or Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

Date:	September 4, 2008	VERSATA ENTERPRISES, INC.

		By:	/s/ Joseph A. Liemandt
		Name:	Joseph A. Liemandt
		Title:	Assistant Secretary

September 4, 2008	TRILOGY, INC.

	By:	/s/ Joseph A. Liemandt
	Name:	Joseph A. Liemandt
	Title:	President and Chief Executive Officer

September 4, 2008	JOSEPH A. LIEMANDT

	By:	/s/ Joseph A. Liemandt
	Name:	Joseph A. Liemandt

EX-99.1 3 a08-22958_1ex99d1.htm EX-99.1

EXHIBIT 99.1

ADDITIONAL INFORMATION

Reporting Person: Versata Enterprises, Inc.

The name and present principal occupation or employment of each director and executive officer of, and each person controlling, Versata Enterprises, Inc. is set forth below. Except as otherwise described herein, the business address of each person named below is c/o Trilogy, Inc., 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730. Each natural person named below is a citizen of the United States of America. During the last five years, no person named below has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.

Name	Director	Executive Officer	Present Principal Occupation or Employment
Joseph A. Liemandt	Yes	Yes	President, Chief Executive Officer, and Chairman of the Board of Trilogy, Inc.; and Assistant Secretary of Versata Enterprises, Inc.
Sean P. Fallon	Yes	Yes	Chief Financial Officer and Vice President of Finance of Trilogy, Inc.; and Chief Financial Officer and Vice President of Finance of Versata Enterprises, Inc.
Dennis R. Cassell (1)	Yes	No	Partner of Haynes and Boone, LLP (1)
Randall Jacops	No	Yes	President and Chief Executive Officer of Versata Enterprises, Inc.
Christopher Smith	No	Yes	Vice President of Operations of Versata Enterprises, Inc.
Lance A. Jones	No	Yes	Vice President and General Counsel of Trilogy, Inc.; and Vice President, General Counsel, and Secretary of Versata Enterprises, Inc.

(1)	The business address of Mr. Cassell is c/o Haynes and Boone, LLP, 901 Main Street, Suite 3100, Dallas, Texas 75202. The principal business of Haynes and Boone, LLP is legal services. The address of Haynes and Boone, LLP is 901 Main Street, Suite 3100, Dallas, Texas 75202.

Reporting Person: Trilogy, Inc.

The name and present principal occupation or employment of each director and executive officer of, and each person controlling, Trilogy, Inc. is set forth below. Except as otherwise described herein, the business address of each person named below is c/o Trilogy, Inc., 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730. Each natural person named below is a citizen of the United States of America. During the last five years, no person named below has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.

Name	Director	Executive Officer	Present Principal Occupation or Employment
Joseph A. Liemandt	Yes	Yes	President, Chief Executive Officer, and Chairman of the Board of Trilogy, Inc.; and Assistant Secretary of Versata Enterprises, Inc.
Diane Liemandt-Reimann	Yes	No	Investor
Charles I. Frumberg (1)	Yes	No	Managing Member of Emancipation Capital, LLC (1)
Arthur J. Marks (2)	Yes	No	General Partner of Valhalla Partners (2)
Dennis R. Cassell (3)	Yes	No	Partner of Haynes and Boone, LLP (3)
Sean P. Fallon	No	Yes	Chief Financial Officer and Vice President of Finance of Trilogy, Inc.; and Chief Financial Officer and Vice President of Finance of Versata Enterprises, Inc.
Lance A. Jones	No	Yes	Vice President and General Counsel of Trilogy, Inc.; and Vice President, General Counsel, and Secretary of Versata Enterprises, Inc.

(1)	The business address of Mr. Frumberg is c/o Emancipation Capital, LLC, 1120 Avenue of the Americas, Suite 1504, New York, New York 10036. The place of organization of Emancipation Capital, LLC is the State of Delaware. The place of organization of Emancipation Capital Master is the Cayman Islands. The principal business of each of Emancipation Capital, LLC and Emancipation Capital Master is investing. The address of the principal office of each of Emancipation Capital, LLC and Emancipation Capital Master is 1120 Avenue of the Americas, Suite 1504, New York, New York 10036.

(2)	The business address of Mr. Marks is c/o Valhalla Partners, 8000 Towers Crescent Drive, Suite 1050, Vienna, Virginia 22182. The principal business of Valhalla Partners is investments. The address of Valhalla Partners is 8000 Towers Crescent Drive, Suite 1050, Vienna, Virginia 22182.

(3)	The business address of Mr. Cassell is c/o Haynes and Boone, LLP, 901 Main Street, Suite 3100, Dallas, Texas 75202. The principal business of Haynes and Boone, LLP is legal services. The address of Haynes and Boone, LLP is 901 Main Street, Suite 3100, Dallas, Texas 75202.