-----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, F9W9gG3oHoDyMqg/okkBnpggPgenssIO0UmvhkFeSc4pux4lx00r7a+8Bjir8g6C qqh3R1Xe/40pC3Zqu7464Q== 0000950134-09-007836.txt : 20090420 0000950134-09-007836.hdr.sgml : 20090420 20090420082424 ACCESSION NUMBER: 0000950134-09-007836 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090420 DATE AS OF CHANGE: 20090420 GROUP MEMBERS: INFIELD ACQUISITION, INC. GROUP MEMBERS: JOSEPH A. LIEMANDT GROUP MEMBERS: TRILOGY ENTERPRISES, INC. GROUP MEMBERS: VERSATA ENTERPRISES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOBYTEL INC CENTRAL INDEX KEY: 0001023364 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330711569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58067 FILM NUMBER: 09758067 BUSINESS ADDRESS: STREET 1: 18872 MACARTHUR BLVD STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92612-1400 BUSINESS PHONE: 9492254500 MAIL ADDRESS: STREET 1: AUTO BY TEL CORP STREET 2: 18872 MACARTHUR BLVD 2ND FL CITY: IRVINE STATE: CA ZIP: 92612-1400 FORMER COMPANY: FORMER CONFORMED NAME: AUTOBYTEL COM INC DATE OF NAME CHANGE: 19981230 FORMER COMPANY: FORMER CONFORMED NAME: AUTO BY TEL CORP DATE OF NAME CHANGE: 19960920 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/A 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/A 1 d67318sc13dza.htm SC 13D/A sc13dza
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Autobytel Inc.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
05275N106
 
(CUSIP Number)
Dennis R. Cassell, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5319
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 20, 2009
 
(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.
 
05275N106 
 

 

           
1   NAMES OF REPORTING PERSONS.

Versata Enterprises, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
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
       
  7   SOLE VOTING POWER
     
NUMBER OF   3,346,003
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,346,003
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,346,003
     
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)
   
  7.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO


 

                     
CUSIP No.
 
05275N106 
 

 

           
1   NAMES OF REPORTING PERSONS.

Infield Acquisition, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
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
       
  7   SOLE VOTING POWER
     
NUMBER OF   3,346,003
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,346,003
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,346,003
     
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)
   
  7.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO


 

                     
CUSIP No.
 
05275N106 
 

 

           
1   NAMES OF REPORTING PERSONS.

Trilogy Enterprises, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
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
       
  7   SOLE VOTING POWER
     
NUMBER OF   3,346,003
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,346,003
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,346,003
     
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)
   
  7.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO/HC


 

                     
CUSIP No.
 
05275N106 
 

 

           
1   NAMES OF REPORTING PERSONS.

Trilogy, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
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
       
  7   SOLE VOTING POWER
     
NUMBER OF   3,346,003
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,346,003
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,346,003
     
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)
   
  7.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO/HC


 

                     
CUSIP No.
 
05275N106 
 

 

           
1   NAMES OF REPORTING PERSONS.

Joseph A. Liemandt
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
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
       
  7   SOLE VOTING POWER
     
NUMBER OF   3,346,003
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,346,003
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,346,003
     
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)
   
  7.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN/HC


 

     This Amendment No. 2 reflects changes to the information in the Schedule 13D relating to the common stock of the issuer filed November 24, 2008 by the reporting persons with the Commission, as amended by Amendment No. 1 thereto filed December 12, 2008 (as amended, the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 2. Identity and Background.
     Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     “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.
     Versata Enterprises, Inc.
     The principal business of Versata Enterprises, Inc. is providing enterprise software products and services. Versata Enterprises is a wholly-owned subsidiary of Trilogy, Inc.
     Infield Acquisition, Inc.
     Infield Acquisition, Inc. is newly-formed, was organized for the purpose of making the tender offer described herein, and has no assets or operations and has not carried on any business or other activities other than as described herein. Infield Acquisition is a wholly-owned subsidiary of Trilogy Enterprises, Inc.
     Trilogy Enterprises, Inc.
     The principal business of Trilogy Enterprises is providing technology-powered business products and services. Trilogy Enterprises is a wholly-owned subsidiary of Trilogy.
     Trilogy, Inc.
     The principal business of Trilogy is providing technology-powered business products and services. Trilogy may be deemed to control, and beneficially own securities owned by, each of Versata Enterprises, Trilogy Enterprises, and Infield Acquisition.
     Joseph A. Liemandt
     Joseph A. Liemandt is an officer and a director of Versata Enterprises and the President, Chief Executive Officer, and Chairman of the board of directors of each of Trilogy, Trilogy Enterprises, and Infield Acquisition. Mr. Liemandt may be deemed to control, and beneficially own securities owned by, each of Trilogy, Versata Enterprises, Trilogy Enterprises, and Infield Acquisition. 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.
     Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     “Versata used approximately $1,540,519.37 of Versata’s working capital to purchase the shares of common stock of the issuer reported as beneficially owned by Versata herein.
     Trilogy has committed to provide for the funds necessary to purchase the securities tendered in the tender offer. Based upon the issuer’s filings with the Commission, Trilogy estimates that funds in the amount of approximately $15.0 million will be necessary to purchase such securities. The tender offer is not subject to any financing condition.
     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 4. Purpose of the Transaction.
     Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     “On April 20, 2009, Infield Acquisition commenced a third-party tender offer for all of the issued and outstanding shares of common stock of the issuer, together with the associated stock purchase rights, at a net price per Share equal to $0.35 in cash (without interest and subject to applicable withholding taxes) upon the terms and subject to the conditions set forth in the Tender Offer Statement on Schedule TO-T filed April 20, 2009 by Infield Acquisition with the Commission and the related Offer to Purchase dated April 20, 2009 and Letter of Transmittal and each other document filed as an exhibit to the Schedule TO-T. Trilogy Enterprises (a) notified the issuer of the tender offer pursuant to a letter dated April 20, 2009 from Trilogy Enterprises to the issuer’s President and Chief Executive Officer, Jeffrey H. Coats, and the issuer’s board of directors and (b) announced the tender offer pursuant to a press release dated April 20, 2009 issued by Trilogy Enterprises. The Schedule TO-T (including each exhibit thereto), the Offer to Purchase, the Letter of Transmittal, the letter, and the press release are furnished herewith as exhibits hereto and incorporated herein by reference.
     Each reporting person plans to review their investment in the issuer on a continuing basis. Subject to the tender offer and depending upon each factor discussed below and each other factor that is or may become relevant, each reporting person plans to consider: (i) acquiring additional shares of common stock of the issuer in open market or privately negotiated transactions; (ii) making a proposal or proposals to acquire more (or potentially all) of the equity interests in the issuer, including, without limitation, directly from certain (or potentially all) of the security holders of the issuer; (iii) making a proposal or proposals relating to the acquisition of certain (or potentially all) of the assets of the issuer; (iv) making a shareholder proposal or proposals to request that the issuer consider one or more extraordinary transactions, such as a merger; (v) selling all or part of the securities of the issuer owned by such reporting person in open market or privately negotiated transactions; and (vi) one or more combinations of the foregoing.
     Subject to the tender offer, 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, the results of the tender offer, 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 dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.
     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 7. Material to be Filed as Exhibits.
     Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     The following exhibits are filed as exhibits hereto:
     
Exhibit   Description of Exhibit
24.1
  Joint Filing Agreement and Power of Attorney (furnished herewith)
 
   
99.1
  Additional Information (furnished herewith)
 
   
99.2
  Schedule TO-T (incorporated herein by reference from the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.3
  Offer to Purchase dated April 20, 2009 (incorporated herein by reference from Exhibit 99.1(a)(1)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.4
  Form of Letter of Transmittal (incorporated herein by reference from Exhibit 99.1(a)(1)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.5
  Letter dated April 20, 2009 from Trilogy Enterprises, Inc. to the issuer (incorporated herein by reference from Exhibit 99.1(a)(5)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.6
  Press Release issued April 20, 2009 by Trilogy Enterprises, Inc. (incorporated herein by reference from Exhibit 99.1(a)(5)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)

 


 

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.
             
    Infield Acquisition, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
 
           
    Trilogy Enterprises, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
 
           
    Versata Enterprises, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
 
           
    Trilogy, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
 
           
    Joseph A. Liemandt    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    

 


 

EXHIBIT INDEX
     
Exhibit   Description of Exhibit
24.1
  Joint Filing Agreement and Power of Attorney (furnished herewith)
 
   
99.1
  Additional Information (furnished herewith)
 
   
99.2
  Schedule TO-T (incorporated herein by reference from the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.3
  Offer to Purchase dated April 20, 2009 (incorporated herein by reference from Exhibit 99.1(a)(1)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.4
  Form of Letter of Transmittal (incorporated herein by reference from Exhibit 99.1(a)(1)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.5
  Letter dated April 20, 2009 from Trilogy Enterprises, Inc. to the issuer (incorporated herein by reference from Exhibit 99.1(a)(5)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
 
   
99.6
  Press Release issued April 20, 2009 by Trilogy Enterprises, Inc. (incorporated herein by reference from Exhibit 99.1(a)(5)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)

 

EX-24.1 2 d67318exv24w1.htm EX-24.1 exv24w1
EXHIBIT 24.1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
April 20, 2009
     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.
Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow.

 


 

     IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement and Power of Attorney to be executed and effective as of the date first written above.
             
    Infield Acquisition, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Senior Vice President    
 
  Date:   April 20, 2009    
 
           
    Trilogy Enterprises, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Senior Vice President    
 
  Date:   April 20, 2009    
 
           
    Versata Enterprises, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
 
           
    Trilogy, Inc.    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
 
           
    Joseph A. Liemandt    
 
           
 
  By:   /s/ Sean P. Fallon     
 
  Name:  
 
Sean P. Fallon
   
 
  Title:   Attorney-in-Fact    
 
  Date:   April 20, 2009    
Signature Page to Joint Filing Agreement and Power of Attorney.

 

EX-99.1 3 d67318exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99.1
ADDITIONAL INFORMATION
     The name and present principal occupation or employment of each director and executive officer of, and each person controlling, each of Versata Enterprises, Inc., Infield Acquisition, Inc., Trilogy Enterprises, Inc., and 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.
Reporting Person: Versata Enterprises, Inc.
             
        Executive    
Name   Director   Officer   Present Principal Occupation or Employment
Joseph A. Liemandt
  Yes   Yes   President and Chief Executive Officer of Trilogy, Inc.
 
           
Lance A. Jones
  Yes   Yes   Vice President and General Counsel of Trilogy, Inc.
 
           
Andrew S. Price
  Yes   Yes   Vice President of Finance of Trilogy, Inc.
 
           
Sean P. Fallon
  No   Yes   Senior Vice President of Corporate Development of Trilogy, Inc.
 
           
Randall Jacops
  No   Yes   President and Chief Executive Officer of Versata Enterprises, Inc.
 
           
Christopher Smith
  No   Yes   Vice President and Chief Operating Officer of Versata Enterprises, Inc.
 
           
Reporting Person: Infield Acquisition, Inc. and Trilogy Enterprises, Inc.
 
           
Joseph A. Liemandt
  Yes   Yes   President and Chief Executive Officer of Trilogy, Inc.
 
           
Lance A. Jones
  Yes   Yes   Vice President and General Counsel of Trilogy, Inc.
 
           
Andrew S. Price
  Yes   Yes   Vice President of Finance of Trilogy, Inc.
 
           
Sean P. Fallon
  No   Yes   Senior Vice President of Corporate Development of Trilogy, Inc.
 
           
Reporting Person: Trilogy, Inc.
 
           
Joseph A. Liemandt
  Yes   Yes   President and Chief Executive Officer of Trilogy, Inc.
 
           
Diane Liemandt-Reimann
  Yes   No   Investor
 
           
Jim Abolt
  Yes   No   Vice President of Human Resources of Trilogy Enterprises, Inc.
 
           
Sean P. Fallon
  No   Yes   Senior Vice President of Corporate Development of Trilogy, Inc.
 
           
Lance A. Jones
  No   Yes   Vice President and General Counsel of Trilogy, Inc.
 
           
Andrew S. Price
  No   Yes   Vice President of Finance of Trilogy, Inc.

 

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