SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
ASTEA INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
Delaware 23-2119058
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
240 Gibraltar Road
Horsham, Pennsylvania 19044
(Address of principal executive offices)
ASTEA INTERNATIONAL INC. 2001 STOCK OPTION PLAN
(Full title of the plan)
Zack B. Bergreen
President and Chief Executive Officer
Astea International Inc.
240 Gibraltar Road
Horsham, PA 19044
(Name and address of agent for service)
(215) 682-2500
(Telephone number, including area code, of agent for service)
With copies to:
John Tobin, Steven J. Feder, Esq.
Esq. Astea Pepper Hamilton LLP
International Inc 400 Berwyn Park, 899 Cassatt Road
240 Gibraltar Road Berwyn, PA 19312
Horsham, PA 19044 (610) 640-7800
(215) 682-2500
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration
(1) (2) (2) Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock 1,098,000 $0.75222 $825,937.56 $66.82
302,000 $0.76 $229,520.00 $18.57
- ------------------------------------------------------------------------------------------------------------------
TOTAL 1,400,000 $1,055,457.56 $85.39
==================================================================================================================
(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement shall be deemed to
cover an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Astea International Inc. 2001 Stock Option Plan (the "2001
Plan") for any future stock split, stock dividend or similar
adjustments of the outstanding Common Stock, no par value, of the
Registrant (the "Common Stock").
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act
solely for the purpose of calculating the registration fee on the basis
of: (i) the weighted average of the option exercise price of $0.75222
with respect to outstanding options to purchase 1,098,000 shares; and
(ii) the average of the high and low sales prices of shares of common
stock on the Nasdaq SmallCap Market on August 5, 2003 of $0.76 with
respect to the 302,000 shares subject to future grant under the 2001
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participants in the 2001 Plan as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not being filed with the Securities and Exchange
Commission, but constitute, along with the documents incorporated by reference
into this Registration Statement, a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Astea International Inc. (the "Company") will furnish without
charge to each person to whom the prospectus is delivered, upon the written or
oral request of such person, a copy of any and all of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to Astea International Inc., 240 Gibraltar Road, Horsham, Pennsylvania
19044, Attention: Rick Etskovitz, Chief Financial Officer; telephone number
(215) 682-2500.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this prospectus by
reference:
o Our Annual Report on Form 10-K for the Fiscal Year Ended December 31,
2002;
o Our Quarterly Report on Form 10-Q for the Fiscal Quarter Ended March 31,
2003;
o Our Current Report on Form 8-K filed on March 31, 2003;
o Our Current Report on Form 8-K filed on May 13, 2003;
o Our Current Report on Form 8-K filed on July 29, 2003;
o Our Registration Statement on Form 8-A declared effective by the
Commission on July 26, 1995 describing the terms, rights and provisions
applicable to the common stock, including any amendments or reports filed
for the purpose of updating such description; and
o In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the initial
registration statement and prior to effectiveness of the registration
statement shall be deemed incorporated by reference herein from their
respective dates of filing.
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You can obtain any of the documents incorporated by reference from the
Commission or the Commission's Internet website maintained by the Commission at
"www.sec.gov." Documents incorporated by reference also are available from us
without charge, including any exhibits specifically incorporated by reference
therein. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone from the Company at the following
address:
Rick Etskovitz
Chief Financial Officer
Astea International Inc.
240 Gibraltar Road
Horsham, PA 19044
Telephone: (215) 682-2500
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
For the purposes of this Registration Statement, John Tobin, the
Company's general counsel, is giving his opinion as to the validity of the
shares subject to the 2001 Plan and certain additional legal matters. Mr. Tobin
currently holds options to purchase 100,000 shares of the Company's common stock
at an average exercise price of $0.97, of which 50,000 shares are currently
vested.
Item 6. Indemnification of Directors and Officers.
Indemnification Pursuant to Certificate of Incorporation and By-Laws of
the registrant. As permitted by the Delaware General Corporation Law (the
"DGCL"), the Company's Certificate of Incorporation provides that directors of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (a) for any breach of the director's duty of loyalty to the company or
its stockholders, (b) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the DGCL, relating to prohibited dividends or distributions or the repurchase or
redemption of stock or (d) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's By-Laws provide for
indemnification of the Company's officer and directors to the fullest extent
permitted under Delaware law.
Statutory Indemnification. Section 145 of the DGCL provides that a
corporation may indemnify any persons, including officers and directors who were
or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation or is or was serving at the request of
such corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officer or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
The Company maintains directors and officers liability insurance for the
benefit of its directors and officers.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or
incorporated by reference as part of this registration statement:
Exhibit
Number Exhibit
5.1* Opinion of John Tobin, General Counsel.
23.1* Consent of BDO Seidman LLP.
23.2* Consent of John Tobin, General Counsel (included in Exhibit 5.1).
24.1* Power of Attorney (included on signature page).
99.1 Astea International Inc. 2001 Stock Option Plan (incorporated herein
by reference to Exhibit B to the Company's 2001 Proxy Statement).
_____________________________
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Act that are incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby also undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Horsham, Pennsylvania, on August 8, 2003.
ASTEA INTERNATIONAL INC.
By: /s/ Zack B. Bergreen
------------------------------------------
Zack B. Bergreen
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Astea
International Inc., hereby severally constitute and appoint Zack B. Bergreen and
Rick Etskovitz, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this registration statement, and generally to do all things in our names and on
our behalf in such capacities to enable Astea International Inc. to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Zack B. Bergreen Chairman of the Board, President and Chief August 8, 2003
- ------------------- Executive Officer (Principal Executive
Zack B. Bergreen Officer)
/s/Rick Etskovitz Vice President and Chief Financial Officer August 8, 2003
- ------------------- (Principal Financial and Accounting Officer)
Rick Etskovitz
/s/Adrian Peters Director August 8, 2003
- -------------------
Adrian Peters
/s/Isidore Sobkowski Director August 8, 2003
- --------------------
Isidore Sobkowski
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5.1* Opinion of John Tobin, General Counsel.
23.1* Consent of BDO Seidman LLP.
23.2* Consent of John Tobin, General Counsel (included in Exhibit 5.1).
24.1* Power of Attorney (included on signature page).
99.1 Astea International Inc. 2001 Stock Option Plan (incorporated herein
by reference to Exhibit B to the Company's 2001 Proxy Statement).
_____________________________
*Filed herewith.