<PAGE>
As filed with the Securities and Exchange Commission on September 3, 1997
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
ASTEA INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 23-2119058
(State of incorporation) (I.R.S. Employer Identification Number)
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)
ASTEA INTERNATIONAL INC. 1997 STOCK OPTION PLAN
ASTEA INTERNATIONAL INC. NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plans)
ROBERT G. SCHWARTZ, JR.
ASTEA INTERNATIONAL INC.
55 MIDDLESEX TURNPIKE
BEDFORD, MA 10730
(617) 275-5440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Being Amount to be Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of
Registered Registered (1) Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock...............
1997 Plan, Issued 4/24/97 175,000 $2.50(2) $437,500(2)
1997 Plan, Issued 7/21/97 37,163 $2.69(2) $ 99,969(2)
1997 Plan, Unissued 287,837 $2.91(3) $837,606(3)
Non-Plan Options, 9/13/96 108,000 $2.52(2) $272,160(2) $751
Non-Plan Options, 11/27/96 60,000 $2.52(2) $151,200(2)
Non-Plan Options, 1/10/97 27,500 $2.52(2) $ 69,300(2)
Non-Plan Options, 2/24/97 150,000 $2.52(2) $378,000(2)
Non-Plan Options, 7/21/97 85,750 $2.69(2) $230,668(2)
====================================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Astea International Inc. 1997 Stock Option Plan or the Non-Qualified Stock
Option Agreements in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for purposes of determining
the registration fee and is based upon the price at which outstanding
options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act, solely for purposes of determining the registration fee and is based
upon the price at which outstanding options may be exercised. It is based
on the average bid and ask prices of the Company's common stock on the
Nasdaq National Market on August 28, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Astea International Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997.
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997.
(4) 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.
In addition, all documents subsequently filed with the Securities and Exchange
Commission by the Company pursuant to Sections 13(a) and 13(c), Section 14 and
Section 15(d) of the Exchange Act prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. 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 officers 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 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 shall 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, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange
1
<PAGE>
Commission such indemnification is against public policy as expressed in
Securities Act and is therefore unenforceable.
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
-------
4.1 Astea International Inc. 1997 Stock Option Plan. (Incorporated by
Reference to Exhibit 10.10 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.)
4.2 Form of Non-Qualified Stock Option Agreement under the 1997 Stock
Option Plan (Incorporated by Reference to Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
4.3 Form of Incentive Stock Option Agreement under the 1997 Stock
Option Plan (Incorporated by Reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
4.4* Form of Astea International Inc. Non-Qualified Stock Option
Agreement (Non-Plan Option).
5.1* Opinion of Robert G. Schwartz, Jr., Vice President and General
Counsel of the Company.
23.1* Consent of Arthur Andersen LLP.
23.2 Consent of Robert G. Schwartz, Jr., Vice President and General
Counsel of the Company (included in Exhibit 5.1).
24.1 Power of Attorney (included in Signature Page).
______________________
*Filed herewith
Item 9. 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;
(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
2
<PAGE>
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; and
(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) herein 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 undersigned
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
(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; and
(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 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 Securities and Exchange 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.
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-8 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Horsham, Pennsylvania, on August 29, 1997.
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, John G. Phillips and Robert
G. Schwartz, Jr., 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 President and Chief August 29, 1997
- -------------------- Executive Officer
Zack B. Bergreen and Director (Principal
Executive Officer)
/s/ John G. Phillips Vice President, Chief August 29, 1997
- -------------------------- Financial Officer
John G. Phillips (Principal Executive Officer)
/s/ Henry H. Greer Director August 29, 1997
- --------------------------
Henry H. Greer
/s/ Joseph J. Kroger Director August 29, 1997
- --------------------------
Joseph J. Kroger
/s/ Bruce R. Rusch Director August 29, 1997
- --------------------------
Bruce R. Rusch
4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
4.1 Astea International Inc. 1997 Stock Option Plan. (Incorporated
by Reference to Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.)
4.2 Form of Non-Qualified Stock Option Agreement under the 1997
Stock Option Plan (Incorporated by Reference to Exhibit 10.11
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.)
4.3 Form of Incentive Stock Option Agreement under the 1997 Stock
Option Plan (Incorporated by Reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
4.4* Form of Astea International Inc. Non-Qualified Stock Option
Agreement (Non-Plan Option).
5.1* Opinion of Robert G. Schwartz, Jr., Vice President and
General Counsel of the Company.
23.1* Consent of Arthur Andersen LLP.
23.2 Consent of Robert G. Schwartz, Jr., Vice President and General
Counsel of the Company (included in Exhibit 5.1).
24.1 Power of Attorney (included in Signature Page).
_____________
* Filed herewith
<PAGE>
Exhibit 4.4
ASTEA INTERNATIONAL INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
ASTEA INTERNATIONAL INC., a Delaware corporation (the "Company"), hereby
grants this ___ day of _____l, 199__, to ______, an option to purchase a maximum
of______shares (the "Option Shares") of its Common Stock, $.01 par value (the
"Common Stock"), at the price of $______ per share, subject to the following
terms and conditions:
1. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option (the "Option")
--------------------------------------------
is intended to be a Non-Qualified Option (rather than an incentive stock
option), and the Board of Directors intends to take appropriate action, if
necessary, to achieve this result. This Option is in addition to any other
options heretofore or hereafter granted to the Optionee by the Company, but a
duplicate original of this instrument shall not affect the grant of another
option.
2. EXTENT OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. If the Optionee has
---------------------------------------------------
continued to serve the Company in the capacity of an employee, officer,
director, agent, advisor, or consultant, including services as a member of the
Board of Advisors of the Company (such service is described herein as
maintaining or being involved in a "Business Relationship" with the Company), on
the following dates, the Optionee may exercise this Option for the number of
Option Shares set opposite the applicable date:
Prior to ______ - 0% of the total Option
Shares
One year but less than - an additional 25% of the
two years from ________ total Option Shares
Two years but less than - an additional 25% of the
three years from ______ total Option Shares
Three years but less than - an additional 25% of the
four years from ________ total Option Shares
Four years from - an additional 25% of the
from _____________ total Option Shares
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company, may be exercised up to and
including the date which is ten years from the date this Option is granted. All
of the foregoing rights are subject to Sections 3, 4 and 15, as appropriate, if
the Optionee ceases to maintain a Business Relationship with the Company, or
dies, becomes disabled or undergoes dissolution while involved in a Business
Relationship with the Company.
3. TERMINATION OF BUSINESS RELATIONSHIP. Subject to Section 15, if the
------------------------------------
Optionee ceases to maintain a Business Relationship with the Company (or any
affiliated corporation), other than by reason of death or disability as defined
in Section 4, no further installments of this Option shall become exercisable
and this Option shall terminate 90 days after the date the Business Relationship
ceases, but in no event later than the scheduled expiration date. In such a
case, the Optionee's only rights to exercise options hereunder shall be those
which are properly exercisable before the termination of this Option, and the
Optionee may exercise this Option for the number of Option Shares which have
vested and become exercisable prior to the date of termination.
4. DEATH; DISABILITY. If the Optionee is a natural person who dies while
-----------------
involved in a Business Relationship with the Company (or any affiliated
corporation), this Option may be exercised, to the extent of the number of
Option Shares with respect to which the Optionee could have exercised it on the
date of his or her death, by his or her estate, personal representative or
beneficiary to whom this Option has been assigned pursuant to Section 10, at any
time within 180 days after the date of death, but not later than the scheduled
expiration date. If the Optionee is a natural person whose Business
Relationship with the Company is terminated by reason of his or her disability,
this Option may be exercised, to the extent of the number of Option Shares with
respect to which the Optionee could have exercised it on the date the Business
Relationship was terminated, at any time within 180 days after the date of such
termination, but not later than the scheduled expiration date. At the
expiration of such 180-day period or the scheduled expiration date, whichever is
the
1
<PAGE>
earlier, this Option shall terminate and the only rights hereunder shall be
those as to which the Option was properly exercised before such termination.
5. PARTIAL EXERCISE. Exercise of this Option up to the extent above
----------------
stated may be made in part at any time and from time to time within the above
limits, except that this Option may not be exercised for a fraction of a share
unless such exercise is with respect to the final installment of Option Shares
subject to this Option and a fractional share (or cash in lieu thereof) must be
issued to permit the Optionee to exercise completely such final installment.
Any fractional share with respect to which an installment of this Option cannot
be exercised because of the limitation contained in the preceding sentence shall
remain subject to this Option and shall be available for later purchase by the
Optionee in accordance with the terms hereof.
6. PAYMENT OF PRICE. The Option price is payable in United States
----------------
dollars only and must be paid:
(a) in cash or by personal check, or any combination of the
foregoing, equal in amount to the Option price; or
(b) in the discretion of the Board of Directors, in cash, by personal
check, by delivery of shares of the Company's Common Stock or Preferred Stock
having a fair market value (as determined by the Board of Directors) equal as of
the date of exercise to the Option price, by delivery of a personal recourse
promissory note, through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of the Common Stock acquired
upon exercise of the Option and an authorization to the broker or selling agent
to pay that amount to the Company, which sale shall be at the Optionee's
direction at the time of exercise, or by any combination of the foregoing, equal
in amount to the Option price.
If the Optionee delivers shares of Common Stock or Preferred Stock held by
the Optionee (the "Old Stock") to the Company in full or partial payment of the
option price, and the Old Stock so delivered is subject to restrictions or
limitations imposed by agreement between the Optionee and the Company, the
Common Stock or Preferred Stock received by the Optionee on the exercise of this
Option shall be subject to all restrictions and limitations applicable to the
Old Stock to the extent that the Optionee paid for such Common Stock or
Preferred Stock by delivery of Old Stock, in addition to any restrictions or
limitations imposed by this Agreement.
7. AGREEMENT TO PURCHASE FOR INVESTMENT. By acceptance of this Option,
------------------------------------
the Optionee agrees that a purchase of Option Shares under this Option will not
be made with a view to their distribution, as that term is used in the
Securities Act of 1933, as amended (the "Securities Act"), unless in the opinion
of counsel to the Company such distribution is in compliance with or exempt from
the registration and prospectus requirements of the Securities Act and
applicable state securities laws, and the Optionee agrees to sign a certificate
to such effect at the time of exercising this Option and agrees that the
certificate for the Option Shares so purchased may be inscribed with a legend to
ensure compliance with the Securities Act and applicable state securities laws.
THIS SECTION SHALL NOT APPLY IN THE EVENT THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS OPTION HAVE BEEN REGISTERED ON A REGISTRATION STATEMENT ON
FORM S-8 WHICH IS EFFECTIVE AND CURRENT UNDER THE SECURITIES ACT.
8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
---------------------------
this Agreement, this Option may be exercised by written notice to the Vice
President and General Counsel of the Company, at its Bedford, Massachusetts
office, or to such transfer agent as the Company shall designate. Such notice
shall state the election to exercise this Option and the number of Option Shares
in respect of which it is being exercised and shall be signed by the person or
persons so exercising this Option. Such notice shall be accompanied by payment
of the full purchase price of such Option Shares, and the Company or its
transfer agent shall deliver a certificate or certificates representing such
Option Shares as soon as practicable after the notice shall be received. The
certificate or certificates for the Option Shares as to which this Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising this Option (or, if this Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising this Option, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this Option. In the event this Option
shall be exercised, pursuant to Section 4 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise this Option. All Option Shares that
shall be purchased upon the exercise of this Option as provided herein shall be
fully paid and nonassessable.
9. OPTION NOT TRANSFERABLE. This Option is not transferable or
-----------------------
assignable except by will or by the laws of descent and distribution. During
the Optionee's lifetime only the Optionee can exercise this Option.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
--------------------------------
Option imposes no obligation on the Optionee to exercise it.
11. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. The Company and any
-----------------------------------------------
affiliated corporations are not by this Option obligated in any manner to
continue to maintain a Business Relationship with the Optionee.
2
<PAGE>
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no
---------------------------------------
rights as a stockholder with respect to the Option Shares subject to this
Agreement until a stock certificate therefor has been issued to the Optionee and
is fully paid for by the Optionee. No adjustment shall be made for dividends or
similar rights for which the record date is prior to the date such stock
certificate is issued.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of this
----------------------------------------
Option to encourage the Optionee to work for the best interests of the Company
and its stockholders. Because, for example, that might require the issuance of
a stock dividend or a merger with another corporation, the purpose of this
Option would not be served if such a stock dividend, stock split, merger or
similar occurrence would cause the Optionee's rights hereunder to be diluted or
terminated and thus be contrary to the Optionee's interest. In the event of any
stock dividend, stock split, recapitalization or other change in the capital
structure of the Company, this Option and the Option price shall be equitably
adjusted and, in lieu of issuing fractional shares upon exercise thereof, this
Option (and the corresponding Option Shares) shall be rounded upward or downward
to the nearest whole share (rounding upward for all amounts equal to or in
excess of .51). In particular, without affecting the generality of the
foregoing, it is understood that for the purposes of Sections 2 through 4
hereof, inclusive, maintaining or being involved in a Business Relationship with
the Company includes maintaining or being involved in a Business Relationship
with an affiliated corporation.
14. WITHHOLDING TAXES. The Optionee hereby agrees that the Company may
-----------------
withhold from the Optionee's wages or other remuneration the appropriate amount
of federal, state and local taxes attributable to the Optionee's exercise of any
installment of this Option. At the Company's discretion, the amount required to
be withheld may be withheld in cash from such wages or other remuneration, or in
kind from the Common Stock otherwise deliverable to the Optionee on exercise of
this Option. The Optionee further agrees that, if the Company does not withhold
an amount from the Optionee's wages or other remuneration sufficient to satisfy
the Company's withholding obligation, the Optionee will reimburse the Company on
demand, in cash, for the amount underwithheld.
15. NO EXERCISE OF OPTION IF ENGAGEMENT OR EMPLOYMENT TERMINATED FOR
----------------------------------------------------------------
CAUSE. If the employment or engagement of the Optionee is terminated for
"Cause," this Option shall terminate on the date of such termination and this
Option shall thereupon not be exercisable to any extent whatsoever. "Cause" is
conduct, as determined by the Board of Directors, involving one or more of the
following: (i) gross misconduct by the Optionee which is materially injurious
to the Company; or (ii) the commission of an act of embezzlement, fraud or
deliberate disregard of the rules or policies of the Company which results in
material economic loss, damage or injury to the Company; or (iii) the
unauthorized disclosure of any trade secret or confidential information of the
Company or any third party who has a business relationship with the Company or a
violation of any noncompetition covenant or assignment of inventions obligation
with the Company; or (iv) the commission of an act which induces any customer or
prospective customer of the Company to break a contract with the Company or to
decline to do business with the Company; or (v) the conviction of the Optionee
of a felony involving any financial impropriety or which would materially
interfere with the Optionee's ability to perform his or her services or
otherwise be injurious to the Company; or (vi) the failure of the Optionee to
perform in a material respect his or her employment or engagement obligations
without proper cause. In making such determination, the Board of Directors
shall act fairly and in utmost good faith.
16. COMPANY'S RIGHT OF REPURCHASE. (A) RIGHTS OF REPURCHASE. If any of
----------------------------- --------------------
the events specified in Section 16(b) below occur, then,
(i) with respect to Option Shares acquired upon exercise of this
Option prior to the occurrence of such event, within 90 days after the
Company receives actual knowledge of the event, and
(ii) with respect to Option Shares acquired upon exercise of this
Option after the occurrence of such event, within 90 days following the
date of such exercise,
(in either case, the "Repurchase Period"), the Company shall have the right, but
not the obligation, to repurchase any or all the Option Shares from the
Optionee, or his or her legal representatives, as the case may be (the
"Repurchase Option"). The Repurchase Option shall be exercised by the Company
by giving the Optionee, or his or her legal representative, written notice of
its intention to exercise the Repurchase Option on or before the last day of the
Repurchase Period. If any of the events specified in Section 16(b)(i)-(ii)
occur, then the Company may exercise its Repurchase Option by tendering to the
Optionee, or his or her legal representative, an amount equal to the higher of
the Option exercise price or the fair market value of the Option Shares. If the
event specified in Section 16(b)(iii) occurs, then the Company instead may
exercise its Repurchase Option by tendering to the Optionee, or his or her legal
representative, an amount equal to the original Option exercise price. The
Company may, in exercising the Repurchase Option, designate one or more nominees
to purchase the Option Shares either within or without the Company. Upon timely
exercise of the Repurchase Option in the manner provided in this Section 16(a),
Optionee, or his or her legal representative, shall deliver to the Company the
stock certificate or certificates representing the Option Shares, duly endorsed
and free and clear of any and all liens, charges and encumbrances.
3
<PAGE>
If the Option Shares are not purchased under the Repurchase Option, the
Optionee and his or her successor in interest, if any, will hold any of the
Option Shares in his or her possession subject to all of the provisions of this
Agreement.
(B) COMPANY'S RIGHT TO EXERCISE REPURCHASE OPTION. The Company shall
---------------------------------------------
have the Repurchase Option in the event that any of the following events shall
occur:
(i) The receivership, bankruptcy or other creditor's proceeding
regarding the Optionee or the taking of any of Optionee's Option Shares
by legal process, such as a levy of execution;
(ii) Distribution of shares held by the Optionee to his or her spouse
as such spouse's joint or community interest pursuant to a decree of
dissolution, operation of law, divorce, property settlement agreement or
for any other reason, except as may be otherwise permitted by the
Company; or
(iii) The termination of the Optionee for "Cause" as defined in
Section 15.
(C) DETERMINATION OF FAIR MARKET VALUE. The fair market value of the
----------------------------------
Option Shares, as used in this Section 18, shall be an amount per share
determined on the basis of the price at which shares of the Common Stock could
reasonably be expected to be sold in an arms-length transaction, for cash, other
than on an installment basis, to a person not employed by, controlled by, in
control of or under common control with the Company. Fair market value shall be
determined by the Board of Directors, giving due consideration to recent grants
of incentive stock options for shares of Common Stock, recent arms-length
transactions involving shares of the Common Stock, if any, earnings of the
Company to the date of such determination, projected earnings of the Company,
the effect of the transfer restrictions to which the Option Shares are subject
under law and this Agreement, the absence of a public market for the Common
Stock and such other matters as the Board of Directors deems pertinent. If the
Common Stock of the Company is traded on any national securities exchange or the
Nasdaq National Market, fair market value shall be (i) the average of the high
and low closing sale prices, or (ii) the average of the last reported sale price
on the Nasdaq National Market, or (iii) the average of the closing bid prices
for the twenty (20) consecutive trading days preceding the date the Company
exercises its Repurchase Option and tenders payment for the Option Shares. The
determination by the Board of Directors of the fair market value shall be
conclusive and binding. The fair market value of the Option Shares shall be
determined as of the day on which the event occurs.
17. METHOD OF PAYMENT OF OPTION. The Company may, in its sole discretion,
---------------------------
pay the purchase price for any Option or Option Shares repurchased by it
hereunder (under Section 16) either in cash or, alternatively, if such purchase
price exceeds $2,000, by delivery on the date of purchase of a check in an
amount equal to at least fifteen percent (15%) of such purchase price, together
with the Company's unsecured promissory note in a principal amount equal to the
remainder of such purchase price (the "Note"). In the event of payment by Note,
the Note shall be due and payable not later than three years from the date of
issuance, with principal and interest thereon payable on an unsecured basis in
equal annual installments. Interest on the Note shall be equal to the lowest
applicable Federal rate, as defined in Section 1274(d) of the Code, as of the
date of the Note's issuance.
18. GOVERNING LAW. This Agreement shall be governed by and interpreted in
-------------
accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed, and the Optionee whose signature appears below
acknowledges acceptance of an original copy of this Agreement.
____________________________ ASTEA INTERNATIONAL INC.
SIGNATURE OF OPTIONEE
____________________________ By:_____________________________________
Optionee Vice President and General Counsel
____________________________
Street Address
____________________________
City State Zip Code
4
<PAGE>
Exhibit 5.1
August 29, 1997
Astea International Inc.
455 Business Center Drive
Horsham, PA 19044
Re: Astea International Inc.
Registration Statement on Form S-8
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-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, for
the offer and sale of up to 931,250 shares of Common Stock, par value $.01 per
share, of the Company (the "Shares"), consisting of up to 500,000 Shares
issuable under the Astea International Inc. 1997 Stock Option Plan (the
"Plan") and up to 431,250 Shares issuable upon exercise of non-qualified stock
options granted to employees, directors or consultants of the Company during
1996 and 1997 (the "Non-Plan Options").
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 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. I have also
examined the Plan, the Non-Plan Options, a registration statement on Form S-8
under the Securities Act of 1933 relating to the Shares and the prospectus
contained therein (the "Prospectus").
I am an attorney admitted to practice in the Commonwealth of Massachusetts.
I express no opinion concerning the laws of any jurisdiction other than the
laws of the United States, the Commonwealth of Massachusetts and the Delaware
General Corporation Law.
Based upon and subject to the foregoing, I am of the opinion that, when the
Shares have been issued and paid for in accordance with the terms of the
Prospectus, the Shares will be 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.
Very truly yours,
ROBERT G. SCHWARTZ, JR.
Vice President and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Astea International Inc.
As independent public accountants, we hereby consent to the incorporation
by reference in this S-8 Registration Statement of our report dated February
18, 1997 included in Astea International Inc.'s previously filed annual report
on Form 10-K for the year ended December 31, 1996 and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, PA
September 3, 1997
