<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASTEA INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 7372 23-2119058
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification Number)
of Incorporation or Classification Code
Organization) Number)
ASTEA INTERNATIONAL INC.
455 BUSINESS CENTER DRIVE
HORSHAM, PA 19044
(215) 682-2500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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ZACK B. BERGREEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ASTEA INTERNATIONAL INC.
455 BUSINESS CENTER DRIVE
HORSHAM, PA 19044
(215) 682-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
CAESAR J. BELBEL, ESQ.
Astea International Inc.
55 Middlesex Turnpike
Bedford, Massachusetts 01730
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM OFFERING MAXIMUM
TITLE OF SHARES TO BE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share..................... 233,236 $5.6875 $1,326,530 $402
</TABLE>
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(1) The price of $5.6875 per share, which was the averages of the high and low
prices of the Common Stock reported on the Nasdaq National Market on
November 25, 1996, is set forth solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS DATED DECEMBER 9, 1996
SUBJECT TO COMPLETION
ASTEA INTERNATIONAL INC.
233,236 SHARES
COMMON STOCK
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This Prospectus relates to the resale of up to an aggregate of 233,236 shares
of Common Stock, $.01 par value per share (the "Shares"), of Astea
International Inc. ("Astea" or the "Company") which were issued to the
stockholders (the "Selling Stockholders") of Bebalon AB, the parent company of
Abalon AB, a limited liability company organized under the laws of Sweden
("Abalon") in connection with the Company's acquisition of Abalon. The Shares
may be sold from time to time by the Selling Stockholders in brokers'
transactions, to market makers or in block placements, at market prices
prevailing at the time of sale or at prices otherwise negotiated. See "Selling
Stockholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the Shares
being sold by the Selling Stockholders. The Company has agreed to bear the
expenses incurred in connection with the registration of the Shares. The
Selling Stockholders will pay or assume brokerage commissions or similar
charges incurred in the sale of the Shares. The Company has agreed to indemnify
the Selling Stockholders against certain liabilities, including liabilities
under the Securities Act.
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "ATEA." On November 25, 1996, the last reported sale price of the Common
Stock was $5.75 per share, as reported by the Nasdaq National Market.
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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information are available for inspection and copying at
the public reference facilities maintained by the Commission at 450 5th
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Seven World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 5th Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding the Company. The address of such site on the World Wide Web is:
http://www.sec.gov. The Common Stock of the Company is quoted on The Nasdaq
National Market and such material may also be inspected and copied at the
offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company
and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any
agreement or other document filed as an exhibit to the Registration Statement
are not necessarily complete, and in each instance reference is made to the
copy of such agreement filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and copies of all or
any part thereof may be obtained from such office upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus as of their respective
dates (File No. 0-26330):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996.
3. The Company's Current Report on Form 8-K dated as of February 27, 1996
regarding the Company's merger with Bendata, Inc. ("Bendata") and
certain affiliated entities.
4. The Company's Current Report on Form 8-K/A (Amendment No. 1 to Form 8-K
dated as of February 27, 1996) dated as of May 2, 1996, including pro
forma financial statements in connection with the Company's merger with
Bendata and certain affiliated entities.
5. The Company's Current Report on Form 8-K dated as of July 12, 1996
regarding the Company's acquisition of Abalon AB and certain affiliated
entities.
6. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1996.
7. The Company's Current Report on Form 8-K/A (Amendment No. 1 to Form 8-K
dated as of July 12, 1996) dated as of September 11, 1996 regarding the
Company's acquisition of Abalon AB and certain affiliated entities.
8. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1996.
9. The Company's Current Report on Form 8-K dated as of November 26, 1996,
regarding the amendment of certain agreements entered into in connection
with the Company's acquisition of Abalon.
2
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10. The description of the Company's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A filed under
the Exchange Act and declared effective on July 26, 1995, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to
termination of the offering of the Shares, shall be deemed to be incorporated
by reference in this Prospectus and made a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or in any Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person whom a Prospectus is
delivered, on the written or oral request of any such person, a copy of any or
all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Written requests for such copies should be directed to
Astea International Inc., Attention: Leonard W. von Vital, Chief Financial
Officer. Telephone requests may be directed to Leonard W. von Vital at (215)
682-2500. Unless the context requires otherwise, references in this Prospectus
to the "Company" or "Astea" refer to Astea International Inc. and its
subsidiaries.
TRADEMARKS
Astea InternationalTM, the Astea logo, ACESTM, AsteaTM, DISPATCH-1TM, FLSTM,
HEATTM, and HEATLINKTM are unregistered trademarks of the Company. The Company
has filed United States trademark applications for Servlink, Astea,
PowerService, AsteaObjects, PowerSupport and Astea (stylized). The Company has
a registered trademark for Dispatch-Plus(R), PowerHelp(R), SellPlan(R) and
Xancus(R). This Prospectus also includes trade names and trademarks of
entities other than the Company.
THE COMPANY
Astea develops, markets and supports a suite of applications for the
customer interaction software market. The Company's flagship product,
DISPATCH-1, helps organizations with complex and geographically dispersed
field service operations automate and manage call center operations among
customers, headquarters, branch offices and the field. The Company's PowerHelp
product is a flexible solution designed for telephone-based and on-line
external customer support operations. With PowerHelp's multimedia
capabilities, Astea's client organizations can automate, diagnose and resolve
customer support problems using graphics, video, audio, scanned images and
animation to facilitate problem diagnosis and resolution. SellPlan is a sales
opportunity management application for mobile and home-office sales personnel
requiring remote and local access to customer and enterprise information.
In February 1996, the Company merged with Bendata, a provider of internal
help desk software products and related services. Bendata's HEAT family of
software applications provide a flexible and customizable problem management
solution for automating an organization's internal help desk operations. In
June 1996, the Company acquired Abalon AB ("Abalon"), a Swedish company which
develops and markets sales force automation products for the customer
interaction software market.
The Company was incorporated in Pennsylvania in 1979 under the name of
Applied System Technologies, Inc., and in 1992, the Company changed its name
to Astea International Inc. In May 1995, the Company reincorporated in
Delaware. The Company's principal executive offices are located at 455
Business Center Drive, Horsham, PA 19044 and its telephone number is (215)
682-2500.
3
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RISK FACTORS
The information contained in this Prospectus is forward looking within the
meaning of the Private Securities Litigation Reform Act of 1995 and involves
risks and uncertainties that could significantly impact expected results.
While it is impossible to itemize the many risk factors that could materially
affect the outlook of any company operating in the global economy, a number of
the more significant risk factors, including those related to successful
product development, competitive pressures, customer budgeting cycles, human
resources issues, and general economic conditions, will continue to affect the
Company's business and results of operations for the foreseeable future. In
addition to the other information in this Prospectus, the following factors
should be considered carefully in evaluating an investment in the shares of
Common Stock offered hereby.
DEPENDENCE ON PRINCIPAL PRODUCT. In each of 1993, 1994 and 1995, more than
90%, 67% and 71%, respectively, of the Company's total revenues were derived
from the licensing of DISPATCH-1 and the provision of professional services in
connection with the implementation, deployment and maintenance of DISPATCH-1
installations. The Company's future success will depend in part on its ability
to reduce its reliance on revenues generated by DISPATCH-1, by increasing
licenses of PowerHelp, the HEAT products, the Abalon products and other
offerings, and developing new products and product enhancements, the Company's
planned sales force automation product currently under development, to
complement its existing field service and customer support offerings. The
Company experienced a significant loss in the second quarter of 1996 due to
the failure to close certain large orders for DISPATCH-1 in the period as had
been anticipated. There can be no assurance that the Company will be able to
close orders within the time frame anticipated or to sustain demand for
DISPATCH-1, thereby avoiding future losses, or to successfully introduce
PowerSales or develop any new products and product enhancements in order to
increase sales of other products and reduce its reliance on licenses of
DISPATCH-1 and related professional services revenue. As a result, any factor
adversely affecting DISPATCH-1 licenses or related services would have a
material adverse effect on the Company's business and results of operations.
DEPENDENCE ON LARGE LICENSE FEE CONTRACTS AND CONCENTRATION OF
CUSTOMERS. The Company's revenues are dependent, in important part, on large
license fee contracts from a limited number of customers. In 1995, one
customer accounted for more than 19% of the Company's total revenues. In 1994,
there were no customers which accounted for more than 10% of the Company's
total revenues. In 1993, two customers each accounted for more than 10% of the
Company's total revenues. In 1993, 1994 and 1995, approximately 37%, 31% and
37%, respectively, of the Company's total revenues were attributable to five
or fewer clients. The Company believes that revenue derived from current and
future large customers will continue to represent a significant proportion of
its total revenues. The loss of, or reduced demand for products or related
services from, any of the Company's major customers could have a material
adverse effect on the Company's business and results of operations.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS MAY BE SIGNIFICANT. The
Company's quarterly operating results have in the past varied significantly
and are likely to vary significantly in the future depending on factors such
as the size and timing of revenue from significant orders, the recognition of
revenue from such orders, the timing of new product releases and market
acceptance of these new releases, increases or other changes in operating
expenses, the level of product and price competition, the seasonality of its
business and general economic factors. The timing and size of licenses for new
orders has in the past varied significantly from quarter to quarter. As a
result of the application of the revenue recognition rules applicable to the
Company's licenses under generally accepted accounting principles, the
Company's license revenues may be recognized in periods after that in which
the respective licenses were signed. The Company believes that the
concentration of business activity in specific quarterly periods is also
affected by customers' buying patterns and budgeting cycles, as well as
general economic factors. Thus, the Company's results of operations may vary
seasonally in accordance with licensing activity or otherwise, and will also
depend upon its recognition of revenue from such licenses from time to time.
Due to the relatively fixed nature of certain of the Company's costs
throughout each quarterly period, including personnel and facilities costs, a
decline of revenues in any quarter typically results in lower profitability in
that quarter. In addition, as a result of the merger with Bendata and the
Abalon acquisition, the difficulty of integrating several businesses,
including their respective products, services and personnel, may increase the
likelihood of fluctuations in quarterly operating results in future periods.
There can be no assurance
4
<PAGE>
that the Company will be profitable or avoid losses in any future period, and
the Company believes that period-to-period comparisons of its results of
operations are not necessarily meaningful and should not be relied upon as any
indication of future performance.
LARGE CONTRACTS MAY RESULT IN LENGTHY SALES AND IMPLEMENTATION CYCLES. The
sale and implementation of the Company's DISPATCH-1 product generally involve
a significant commitment of resources by prospective customers. The Company
expects that license fees and implementation services for DISPATCH-1 will
continue to increase in size and the implementation of the Company's products
will become more complex as DISPATCH-1 is used to manage larger and more
geographically dispersed installations. As a result, the Company's sales
process often is subject to delays associated with lengthy approval processes
attendant to significant capital expenditures, definition of special customer
implementation requirements, and extensive contract negotiations with the
customer. The sales cycle associated with the license of the Company's
products varies substantially from customer to customer and typically lasts
between six and nine months, during which time the Company may devote
significant time and resources to a prospective customer, including costs
associated with multiple site visits, product demonstrations and feasibility
studies, and the Company may experience a number of significant delays over
which the Company has no control. Because of the longer sales cycle, the
revenues anticipated from any particular project may be postponed to future
periods, even though the costs associated with the sale of the product are
fixed in current periods, resulting in timing differences between incurrence
of costs and recognition of revenue associated with a particular project. Any
significant or ongoing failure by the Company ultimately to achieve such sales
of the DISPATCH-1 product, and any significant delay in the recognition of
revenues from such sales, could have a material adverse effect on the
Company's business, operating results and financial condition. In addition,
following the initial sale, the implementation of DISPATCH-1 typically
involves several months for customer training and integration of the DISPATCH-
1 product with the customer's other existing systems. A successful
implementation requires a close working relationship between the customer and
members of the Company's professional service organization who assist in the
process, and delays frequently arise in completing the implementation
services. Because of the implementation requirements of a particular customer,
revenues associated with any project may not be booked in the period in which
the contract is signed, resulting in a deferral of revenue over a longer
period of time. The Company incurs significant current personnel costs
associated with these implementation services, resulting in timing differences
between incurrence of costs and recognition of revenue on some of its larger
projects for its DISPATCH-1 product. There can be no assurance that delays in
the conclusion of customer contracts as well as the implementation process of
DISPATCH-1 for any given customer will not have a material adverse effect on
the Company's business, operating results and financial condition. Based upon
all of the foregoing, the Company believes that there can be no assurance that
the Company will be profitable or avoid losses in any future period, and the
Company believes that period-to-period comparisons of its results of
operations should not be relied upon as any indication of future performance.
COMPETITION IN THE CUSTOMER INTERACTION SOFTWARE MARKET IS INTENSE. The
customer interaction software market is intensely competitive. The Company's
competitors include Clarify, Remedy, Scopus, Vantive, and a number of smaller
privately-held companies which generally focus only on discrete areas of the
customer interaction software marketplace. In the field service marketplace,
the Company's principal competition comes from numerous small, privately-held
companies. In the external customer support market, certain competitors of the
Company are more established and benefit from greater market or name
recognition. In the internal help desk market, the Company faces significant
competition from certain well established private and public companies.
Because the barriers to entry in the customer interaction software market are
relatively low, new competitors may emerge with products that are superior to
the Company's products in performance, functionality or ease-of-use, or that
achieve greater market acceptance. The Company believes that there already
exist well-established competitors for the Abalon products. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which could materially adversely affect the
Company's business and results of operations. The Company's future success
will depend in large part upon its ability to attract new customers, license
additional products, and deliver product enhancements and professional
services to existing and new customers. There can be no assurance that future
competition will not have a material adverse effect on the Company's business
and results of operations.
5
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FAILURE TO INTEGRATE VARIOUS PRODUCT OFFERINGS. The Company believes that
significant market opportunities exist for a provider of fully integrated
field service, customer support and sales force automation software. One of
the Company's business strategies is to fully integrate its DISPATCH-1,
PowerHelp and SellPlan offerings. There can be no assurance that the Company
will be able to fully integrate its field service, customer support and sales
force and marketing applications, including the HEAT and SellPlan products, or
that achieving such integration will enable the Company to improve its
competitive position in the customer interaction software market. The
Company's inability to further integrate its products could have a material
adverse effect on the Company's business and results of operations.
MARKET ACCEPTANCE. Continued acceptance of Astea's products by existing and
potential customers is critical to the success of the Company's overall
strategy of increasing its penetration of the field service and external
customer support markets and entering the sales force automation market. The
Company believes that a number of factors will determine such acceptance:
product performance, ease of adoption, migration from host-based to
client/server computing environments and interoperability with diverse
hardware platforms, network servers and databases. Any failure of the
Company's products to achieve or sustain market acceptance, or of the Company
to sustain its current position in the field service market, would have a
material adverse effect on the Company's business and results of operations.
DEPENDENCE ON GROWTH OF CLIENT/SERVER COMPUTING ENVIRONMENT. DISPATCH-1 is
designed for use by organizations employing either host-based or client/server
computing solutions, and PowerHelp, the HEAT products and the Abalon products
are designed for use by organizations employing client/server computing
solutions. The Company's business strategy assumes that the market for the
Company's products will expand as businesses migrate from host-based to
client/server computing environments. The Company's future results of
operations will depend in large part on continued growth in the number of
organizations adopting client/server computing solutions and the development
of applications for use in those environments. The Company's future financial
performance also will depend in large part on the continued reliance on third
party vendors such as Astea for client/server software applications. There can
be no assurance that the client/server computing trends anticipated by the
Company will occur or that the Company will be able to respond effectively to
the evolving requirements of this market. If the client/server market fails to
grow or grows more slowly than management anticipates, the Company's business
and results of operations would be materially adversely affected.
RAPID TECHNOLOGICAL CHANGE; DEVELOPMENT OF NEW PRODUCTS. The client/server
application software market is subject to rapid technological change, frequent
new product introductions and evolving technologies and industry standards
that may render existing products and services obsolete. While the Company is
not aware of any emerging products that are likely to render its existing
products obsolete, there can be no assurance that the Company's products could
not suffer such obsolescence.
Because of the rapid pace of technological change in the application
software industry, the Company's current market position in field services,
external customer support or other markets that it may enter could be eroded
rapidly by product advancements. The Company's application environment relies
primarily on software development tools from Progress Software Corporation and
PowerSoft Corporation, a subsidiary of Sybase. If alternative software
development tools were to be designed and generally accepted by the
marketplace, the Company could be at a competitive disadvantage relative to
companies employing such alternative developmental tools. In addition, the
Company's products must keep pace with technological developments and conform
to evolving technologies and standards, including developments within the
client/server computing environment, and must address increasingly
sophisticated customer needs. Such developments may require, from time to
time, substantial capital investments by the Company in product development
and testing. The Company intends to continue its commitment to research and
development and its efforts to develop new products and product enhancements.
There can be no assurance that the Company will have sufficient resources to
make the necessary investments. Also, there can be no assurance that the
Company will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of new products and product
enhancements, that new products and product enhancements will meet the
requirements of the marketplace and achieve market acceptance, or that the
Company's current or future products will conform to industry requirements.
6
<PAGE>
Certain of the Company's clients request customization of the Company's
software products to address unique characteristics of their businesses or
computing environments. The Company's commitment to customization could place
a burden on the Company's client support resources or delay the delivery or
installation of products which, in turn, could materially adversely affect the
Company's relationship with significant clients or otherwise adversely affect
its business and results of operations. In addition, the Company could incur
penalties or reductions in revenues for failures to develop or timely deliver
new products or product enhancements under development agreements and other
arrangements with customers.
RISKS ASSOCIATED WITH INTERNATIONAL SALES. Prior to 1995, the Company
derived no significant revenues from international operations. In 1995,
international sales represented approximately 21% of the Company's total
revenues. Since 1994, the Company has established international offices in
Australia, New Zealand, the United Kingdom, France, Germany, the Netherlands,
Hong Kong, Israel and Singapore. With the merger with Bendata in February
1996, the Company added an office in Swindon, England consisting of 21
employees. With the acquisition of Abalon in June 1996, the Company added an
office in Bromma, Sweden consisting of 58 employees. The Company also has
international distributors located in Australia, New Zealand, Canada,
Stockholm, the Netherlands, Israel, Japan and South Africa. The Company
expects that international sales will continue to be a significant and growing
component of its business. The Company believes that international expansion
is desirable because of the potential size of the overseas market and the
increasing tendency of companies to require global computing capability.
International sales are subject to a variety of risks, including difficulties
in establishing and managing international distribution channels and in
translating products into foreign languages. International operations also
encounter difficulties in collecting accounts receivable, staffing and
managing personnel and enforcing intellectual property rights. Other factors
that can also adversely affect international operations include fluctuations
in the value of foreign currencies and currency exchange rates, changes in
import/export duties and quotas, introduction of tariff or non-tariff
barriers, potentially adverse tax consequences, possible recessionary
environments in economies outside the United States, and economic or political
changes in international markets. In addition, as the Company increases its
international sales, its total revenues may also be affected to a greater
extent by seasonal fluctuations resulting from lower sales that typically
occur during the summer months in Europe and other parts of the world.
MANAGEMENT OF GROWTH. The Company has recently experienced rapid growth and
expansion, including through its recent merger with Bendata and acquisition of
Abalon, which has placed, and will continue to place, a significant strain on
its administrative, operational and financial resources and increased demands
on its systems and controls. This growth has resulted in a continuing increase
in the level of responsibility for existing management personnel and the
hiring of significant new management personnel. The Company is still in the
process of integrating these new officers into its senior management team. The
Company anticipates that any continued growth will require it to recruit and
hire a substantial number of new employees, particularly professional services
and sales and marketing personnel, as well as development engineers. There can
be no assurance that the Company will be successful in hiring, integrating or
retaining such personnel. The Company's ability to manage its growth
successfully will require the Company to continue to expand and improve its
operational, management and financial systems and controls. Any inability of
the Company to manage growth effectively, hire and integrate necessary
personnel, as well as integrate the sales and marketing organizations of the
Company and its Bendata subsidiary as required could have a material adverse
effect on the Company's business and results of operations.
RISKS ASSOCIATED WITH MERGERS AND ACQUISITIONS. The Company acquired Bendata
in March of 1996 and Abalon in June of 1996. The successful integration of the
Company's business with the businesses of Bendata and Abalon is important for
the future financial performance of the combined company. Because Bendata's
and Abalon's products are primarily targeted to different segments of the
customer interaction software market than that served by the Company in the
past, the process of integration may require adaptation in the Company's
operating methods and strategies. In addition, failure of the Company to
adequately integrate certain key employees of Bendata and Abalon into the
Company's business could have a material adverse effect on the Company's
business and results of operations.
7
<PAGE>
Management may from time to time consider other acquisitions of assets or
businesses that will enable the Company to acquire complementary skills and
capabilities, offer new products, expand its customer base or obtain other
competitive advantages. There can be no assurance that the Company will be
able to successfully identify suitable acquisition candidates, obtain
financing on satisfactory terms, complete acquisitions, integrate acquired
operations into its existing operations or expand into new markets.
Acquisitions may result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities, and
amortization expense related to intangible assets acquired, any of which could
materially adversely affect the Company's business and results of operations.
Acquisitions, including the Company's recent acquisitions of Bendata and
Abalon, involve a number of potential risks, including difficulties in the
assimilation of the acquired Company's operations and products, diversion of
management's resources, uncertainties associated with operating in new markets
and working with new employees and customers, and the potential loss of the
acquired company's key employees. There can also be no assurance that the
Bendata and Abalon acquisitions and future acquisitions, if any, will not have
a material adverse effect upon the Company's business and results of
operations. Once integrated, acquired operations may not achieve levels of
revenues, profitability or productivity comparable to those achieved by the
Company's existing operations, or otherwise perform as expected. The Company
is not currently engaged in negotiations with respect to any acquisition and
does not currently have any agreements, arrangements or understandings with
respect to any particular acquisition.
DEPENDENCE ON KEY PERSONNEL. The Company's success to date has been largely
dependent upon the skills and efforts of Zack B. Bergreen, its founder,
President and Chief Executive Officer, and other key officers and employees.
None of the senior management or other key employees of the Company is subject
to any employment contract. The loss of services of any of its officers or
other key personnel could have an adverse effect on the operations of the
Company. While none of the Company's executive officers is a party to an
employment agreement, the Company is a party to non-competition agreements
with each of its executive officers, other than Mr. Bergreen. The laws
governing such agreements are in continual flux, however, and the
enforceability of such agreements in each jurisdiction in which enforcement
might be sought is uncertain. The inability of the Company to hire talented
personnel or the loss of key employees could have a material adverse effect on
the Company's business and results of operations.
COMPETITION FOR EMPLOYEES. The future success of the Company will depend in
large part on its ability to attract and retain talented and qualified
employees, including highly skilled management personnel. Competition in the
recruiting of highly-qualified personnel in the software industry is intense.
From time to time the Company has experienced difficulty in recruiting
talented and qualified employees, particularly for its professional services
organization. The Company's inability to recruit additional professional
services or other necessary personnel could have a material adverse effect on
the Company's business and results of operations. There can be no assurance
that the Company will be able to attract, motivate and retain personnel with
the skills and experience needed to successfully manage the Company's business
and operations.
CONCENTRATION OF OWNERSHIP. Zack B. Bergreen, the Company's President and
Chief Executive Officer, as of September 30, 1996, beneficially owned
approximately 52% of the outstanding Common Stock of the Company. As a result,
Mr. Bergreen may exercise significant control over the Company through his
ability to influence and, under certain circumstances, control, the election
of directors and all other matters that require action by the Company's
stockholders. Under certain circumstances, Mr. Bergreen could prevent or delay
a change of control of the Company which may be favored by a significant
portion of the Company's other stockholders, or cause a change of control not
favored by the majority of the Company's other stockholders. Mr. Bergreen's
ability under certain circumstances to influence, cause or delay a change in
control of the Company also may have an adverse effect on the market price of
the Company's Common Stock.
DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company's success is heavily
dependent upon proprietary technology. The Company's products are licensed to
customers under signed license agreements containing, among other things,
provisions protecting against the unauthorized use, copying and transfer of
the licensed program. In addition, the Company relies on a combination of
trade secret, copyright and trademark laws and non-disclosure agreements to
protect its proprietary rights in its products and technology. There can be no
8
<PAGE>
assurance that such measures are adequate to protect the Company's proprietary
technology. In addition, there can be no assurance that the Company's
competitors will not independently develop technologies that are substantially
equivalent or superior to the Company's technologies.
In addition, although the Company believes that its products and
technologies do not infringe on any existing proprietary rights of others, and
although there are no pending lawsuits against the Company regarding
infringement of any existing patents or other intellectual property rights or
any notices that the Company is infringing the intellectual property rights of
others, there can be no assurance that such infringement claims will not be
asserted by third parties in the future. If any such claims are asserted,
there can be no assurance that the Company will be able to defend such claim
or obtain licenses on reasonable terms. The Company's involvement in any
patent dispute or other intellectual property dispute or action to protect
trade secrets and know-how may have a material adverse effect on the Company's
business and results of operations. Adverse determinations in any litigation
may subject the Company to significant liabilities to third parties, require
the Company to seek licenses from third parties and prevent the company from
manufacturing and selling its products. Any such situations can have a
material adverse effect on the Company's business and results of operations.
POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Common Stock
could be subject to significant fluctuations in response to, and may be
adversely affected by, variations in quarterly operating results, changes in
earnings estimates by analysts, developments in the software industry, adverse
earnings or other financial announcements of the Company's customers and
general stock market conditions as well as other factors. The Selling
Stockholders are contractually obligated to promptly repurchase approximately
the same number of shares of the Company's Common Stock as are sold pursuant
to this Prospectus. This arrangement may result in increased volume of trading
in the Common Stock, which could cause additional volatility in the market
price of the Common Stock. In addition, the stock market has experienced
extreme price and volume fluctuations from time to time which have, in certain
circumstances, borne no meaningful relationship to performance.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial numbers of shares of
the Company's Common Stock in the public market or the perception that such
sales could occur could adversely affect the market price of the Common Stock.
ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS AND BY-LAWS; AVAILABILITY OF
PREFERRED STOCK FOR ISSUANCE. The Company's Certificate of Incorporation and
By-Laws contain provisions that could discourage a proxy contest or make more
difficult the acquisition of a substantial block of the Company's Common
Stock, including provisions that allow the Board of Directors to take into
account a number of non-economic factors, such as the social, legal and other
effects upon employees, suppliers, customers and creditors, when evaluating
offers for acquisitions of the Company. Such provisions could limit the price
that investors might be willing to pay in the future for shares of the
Company's Common Stock. The Board of Directors is authorized to issue, without
stockholder approval, up to 5,000,000 shares of Preferred Stock of the Company
(the "Preferred Stock") with voting, conversion and other rights and
preferences that may be superior to the Common Stock and that could adversely
affect the voting power or other rights of the holders of Common Stock. The
issuance of Preferred Stock or of rights to purchase Preferred Stock could be
used to discourage an unsolicited acquisition proposal.
ABSENCE OF DIVIDENDS. The Company does not anticipate paying any dividends
on its Common Stock in the foreseeable future.
9
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Shares as of the date hereof and the number of Shares which
may be offered for the account of the Selling Stockholders or their
transferees or distributees from time to time. The shares may be offered from
time to time by any of the Selling Stockholders. Because the Selling
Stockholders may sell all or any part of their Shares pursuant to this
Prospectus, no estimate can be given as to the number of Shares that will be
held by each Selling Stockholder upon termination of this offering. The
Selling Stockholders are all employees of Abalon. The amounts set forth below
are to the best of the Company's knowledge. See "Plan of Distribution."
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES WHICH MAY
SELLING STOCKHOLDER OWNED PRIOR TO OFFERING BE SOLD IN THIS OFFERING
- ------------------- ----------------------------- --------------------------
<S> <C> <C>
Per Edstrom 77,746 77,746
Orjan Grinndal 77,745 77,745
Henrik Lindberg 77,745 77,745
</TABLE>
In June 1996 the Company acquired all of the outstanding capital stock of
Abalon (the "Abalon Acquisition"), a provider of internal sales force
automation software products and related services, through the issuance of
233,236 shares of its Common Stock. Pursuant to the terms of the Escrow
Agreement, approximately 84,840 of the 233,236 shares (the "Escrow Shares") of
Common Stock issued in the Abalon Acquisition were placed in escrow (the
"Escrow") to satisfy indemnification claims brought by Astea against the
Selling Stockholders based on a breach of any of the representations and
warranties relating to the business of Abalon. This Prospectus relates to the
sale of the Escrow Shares solely to the extent that such Escrow Shares are
released from the Escrow in accordance with the terms and conditions of the
Escrow Agreement. The Company and the Selling Stockholders have agreed to
instruct the transfer agent to release all of the Escrow Shares from the
Escrow as soon as possible.
In connection with the Abalon Acquisition, the Company also entered into a
Registration Rights Agreement (the "Registration Rights Agreement") with the
Selling Stockholders pursuant to which the Selling Stockholders were granted
certain registration rights with respect to the 233,236 Shares of Common Stock
issued to the Selling Stockholders. Pursuant to the Registration Statement of
which this Prospectus is a part, the Company is fulfilling its obligations
under the terms of the Registration Rights Agreement by registering for resale
all 233,236 Shares that were issued to the Selling Stockholders.
The Selling Stockholders are obligated to promptly repurchase approximately
the same number of shares of the Company's Common Stock as are sold pursuant
to this Prospectus. See "Risk Factors--Possible Volatility of Stock Price."
The Abalon Acquisition and the Selling Stockholders' repurchase obligation
are more fully described in the Company's Current Reports on Form 8-K dated
July 12, 1996, as amended, and November 26, 1996, which Form 8-Ks are
incorporated herein by reference.
10
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholders for
their own accounts. The Company will not receive any of the proceeds from this
offering.
The Shares covered by this Prospectus may be sold by the Selling
Stockholders or by their pledgees, donees, transferees or other successors in
interest. Such sales may be made at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Shares may be sold by
one or more of the following: (a) one or more block trades in which a broker
or dealer so engaged will attempt to sell all or a portion of the Shares held
by a Selling Stockholder as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. The Selling Stockholders
may effect such transactions by selling shares to or through broker-dealers,
and such broker-dealers will receive compensation in negotiated amounts in the
form of discounts, concessions, commissions or fees from the Selling
Stockholders and/or the purchasers of the shares for whom such broker-dealers
may act as agent or to whom they sell as principal, or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). Such brokers or dealers or other participating brokers or
dealers and the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, in connection with such sales.
Any securities covered by this Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933, as amended, may be sold under Rule
144 rather than pursuant to this Prospectus.
The Company intends to maintain the effectiveness of this Prospectus for
approximately twenty-four months or such longer period as is required to
satisfy the Company's obligations under the Registration Rights Agreement with
the Selling Stockholders; provided, however, that, under certain circumstances
set forth in the Registration Rights Agreement, including, without limitation,
the Company's determination that it is in possession of material nonpublic
information that it determines in good faith it is not advisable to disclose
in a registration statement but which information would otherwise be required
by the Securities Act to be disclosed in a registration statement, then the
Company may by written notice suspend the right of the Selling Stockholders to
sell shares pursuant to this registration statement for up to 90 days.
The Registration Rights Agreement provides that the Company will indemnify
the Selling Stockholders for any losses incurred by them in connection with
actions arising from any untrue statement of a material fact in the
Registration Statement or any omission of a material fact required therein,
unless such statement or omission was made in reliance on written information
furnished to the Company by the Selling Stockholders. Similarly, such
agreement provides that each Selling Stockholder will indemnify the Company
and its officers and directors for any losses incurred by them in connection
with any actions arising from any untrue statement of material fact in the
Registration Statement or any omission of a material fact required therein, if
such statement or omission was made in reliance on written information
furnished to the Company by such Selling Stockholders. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
The Company will inform the Selling Stockholders that the antimanipulative
rules under the Securities and Exchange Act of 1934 (Rules 10b-5 and 10b-6)
may apply to sales in the market and will furnish upon request the Selling
Stockholders with a copy of these Rules. The Company will also inform the
Selling Stockholders of the need for delivery of copies of this Prospectus.
11
<PAGE>
LEGAL MATTERS
The issuance of the Shares will be passed upon for the Company by the
Company's Vice President and General Counsel.
EXPERTS
The consolidated financial statements of the Company for the years ended
December 31, 1995 and 1994 incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports. The combined financial statements
of the Company for the year ended December 31, 1993 incorporated by reference
in this Registration Statement have been audited by Shechtman, Marks, Devor &
Etskovitz, P.C., independent public accountants, as indicated in their report.
The combined financial statements of Bendata for the year ended December 31,
1995 incorporated by reference in this Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report. The consolidated financial statements of E.L.G. Data AB for
the year ended December 31, 1995 incorporated by reference in this
Registration Statement have been audited by Price Waterhouse, independent
public accountants, as indicated in their report. The consolidated financial
statements of E.L.G. Data AB for the year ended December 31, 1994 incorporated
by reference in this Registration Statement have been audited by Ernst &
Young, independent public accountants, as indicated in their report. The
financial statements referred to above are incorporated by reference in this
Registration Statement in reliance upon the authority of said firms as experts
in giving said reports.
12
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CON-
NECTION WITH THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY SELLING STOCKHOLDER OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE AS OF WHICH INFORMATION IS SET FORTH HEREIN.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Information Incorporated by Reference...................................... 2
Trademarks................................................................. 3
The Company................................................................ 3
Risk Factors............................................................... 4
Use of Proceeds............................................................ 10
Selling Stockholders....................................................... 10
Plan of Distribution....................................................... 11
Legal Matters.............................................................. 12
Experts.................................................................... 12
</TABLE>
------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
233,236 SHARES
ASTEA INTERNATIONAL INC.
COMMON STOCK
------------
PROSPECTUS
------------
, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
<TABLE>
<S> <C>
SEC Registration fee................................................. $ 389
Legal fees and expenses.............................................. 500
Accounting fees and expenses......................................... 5,000
Printing fees and expenses........................................... 5,000
Miscellaneous........................................................ 111
-------
Total.............................................................. $11,000
</TABLE>
The Company will bear all expenses shown above. All amounts other than the
SEC Registration fee are estimated solely for the purposes of the Offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware Law, 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 Delaware General Corporation Law,
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. Section 145 of the Delaware Law 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in Securities Act and is therefore unenforceable.
The Underwriting Agreement executed in connection with the Company's initial
public offering provides that the Underwriters are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of the
Company against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed
as Exhibit 1.1 to the Company's Registration Statement on Form S-1 (File No.
33-92778).
II-1
<PAGE>
The Company maintains directors and officers liability insurance for the
benefit of its directors and officers.
ITEM 16. EXHIBITS
(a)Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
2.1 Share Purchase Agreement, dated as of June 20, 1996, among the
Company, Per Edstrom, Orjan Grinndal, and Henrik Lindberg (filed
as Exhibit 7.01 to the Company's Report on form 8-K, filed on July
12, 1996 (the "Report on Form 8-K") and incorporated herein by
reference), as amended (such amendment filed as Exhibit 7.01 to
the Company's Current Report on Form 8-K dated November 26, 1996
and incorporated herein by reference)
4.1 Escrow Agreement, dated as of June 20, 1996, among the Company,
Abalon AB, Midlantic Bank, N.A., Per Edstrom, Orjan Grinndal, and
Henrik Lindberg (filed as Exhibit 7.02 to the Report on Form 8-K
and incorporated herein by reference), as amended (such amendment
filed as Exhibit 7.01 to the Company's Current Report on Form 8-K
dated November 26, 1996 and incorporated herein by reference)
4.2 Registration Rights Agreement, dated as of June 20, 1996, among
the Company, Per Edstrom, Orjan Grinndal, and Henrik Lindberg
(filed as Exhibit 7.03 to the Report on Form 8-K and incorporated
herein by reference), as amended (such amendement filed as Exhibit
7.01 to the Company's Current Report on Form 8-K dated November
26, 1996 and incorporated herein by reference)
Opinion of Caesar J. Belbel, Vice President and General Counsel of
5.1* the Company
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Arthur Andersen LLP
23.3* Consent of Shechtman, Marks, Devor & Etskovitz, P.C.
23.4** Consent of Price Waterhouse
23.5** Consent of Ernst & Young
23.6* Consent of Caesar J. Belbel, Vice President and General Counsel of
the Company (included in Exhibit 5.1).
24.1* Power of Attorney (see page II-4).
</TABLE>
- --------
* Filed herewith.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a)The undersigned Registrant hereby undertakes:
(1)to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i)to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii)to reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement; notwithstanding the foregoing, any increase or
decrease in 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 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
II-2
<PAGE>
(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2)That, for the purpose of determining any liability under the Securities
Act of 1933, 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 post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b)The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Horsham, Pennsylvania, on November 30, 1996.
ASTEA INTERNATIONAL INC.
By: /s/ Zack B. Bergreen
---------------------------------
Zack B. Bergreen
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Astea International Inc.,
hereby severally constitute and appoint Zack B. Bergreen and Leonard W. von
Vital, 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(S) DATE
/s/ Zach B Bergreen President and Chief Executive November 30,
- ----------------------------- Officer and Director 1996
Zack B. Bergreen (Principal Executive Officer)
/s/ Leonard W. von Vital Vice President, Chief November 30,
- ----------------------------- Financial Officer (Principal 1996
Leonard W. von Vital Executive Officer)
/s/ Joseph J. Kroger Director November 30,
- ----------------------------- 1996
Joseph J. Kroger
/s/ Bruce R. Rusch Director November 30,
- ----------------------------- 1996
Bruce R. Rusch
/s/ Reuben Wasserman Director November 30,
- ----------------------------- 1996
Reuben Wasserman
II-4
<PAGE>
Exhibit 5.1
December 3, 1996
Astea International Inc. 455 Business Center Drive Horsham, PA 19044
Re: Astea International Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
I am the Vice President and General Counsel to Astea International, Inc., a
Delaware corporation (the "Company"), and have advised the Company in
connection with the registration on a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, for
the offer and sale of up to 233,236 shares of Common Stock, par value $.01 per
share, of the Company (the "Shares") to be sold by certain former stockholders
(the "Selling Stockholders") of Abalon AB ("Abalon"). The Shares were issued
to the Selling Stockholders in connection with the Company's acquisition of
Abalon on June 20, 1996.
I have reviewed the corporate proceedings taken by the Board of Directors of
the Company with respect to the authorization and issuance of the Shares. I
have also examined and relied upon originals or copies, certified or otherwise
authenticated to my satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all
investigations of law and have discussed with the Company's officers all
questions of fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion that the Shares
are duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me in the Prospectus contained
in the Registration Statement under the caption "Legal Matters."
Very truly yours,
CAESAR J. BELBEL
Vice President and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Astea International Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this S-3 Registration Statement of our report dated February 15,
1996 (except with respect to matter discussed in Note 18, as to which the date
is February 27, 1996) included in Astea International Inc.'s Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa. November 26, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Astea International Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this S-3 Registration Statement of our report on Bendata, Inc.
and Bendata (UK) Limited LLC dated March 29, 1996 included in Astea
International Inc.'s Form 8-K/A filed on May 2, 1996 and to all references to
our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa. November 26, 1996
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Astea International Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this S-3 Registration Statement of our report dated May 10, 1995
included in Astea International Inc.'s Form 10-K for the year ended December
31, 1995 and to all references to our Firm included in this Registration
Statement.
SHECHTMAN, MARKS, DEVOR & ETSKOVITZ, P.C.
Philadelphia, Pa. December 3, 1996
