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As filed with the Securities and Exchange Commission on August 18, 1997
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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 NON-QUALIFIED STOCK OPTION AGREEMENT
(Full Title of the Plan)
_________________________
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(2) Offering Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............... 90,000 $3.06 $275,400 $84.00
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Astea International Inc. 1997 Non-Qualified Stock Option Agreement 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.
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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 Commission such indemnification is against public
policy as expressed in Securities Act and is therefore unenforceable.
1
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
-------
4.1 Stock Option Agreement, dated June 30, 1997, between the Company and
Ronald J. Muns. (Incorporated by reference to Exhibit No. 2 to
Schedule 13-D/A dated July 7, 1997, filed by Ronald J. Muns, as
reporting person, with respect to the Company, as issuer.)
5.1 Opinion of Robert G. Schwartz, Jr., Vice President and General
Counsel of the Company.
23.1 Consent of Arthur Andersen LP.
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).
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 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.
2
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on form S-8 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Horsham, Pennsylvania, on August 14, 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 14, 1997
- -------------------- Executive Officer
Zack B. Bergreen and Director (Principal
Executive Officer)
/s/ John G. Phillips Vice President, Chief August 14, 1997
- -------------------------- Financial Officer (Principal
John G. Phillips Executive Officer)
/s/ Henry H. Greer Director August 14, 1997
- --------------------------
Henry H. Greer
/s/ Joseph J. Kroger Director August 14, 1997
- --------------------------
Joseph J. Kroger
/s/ Bruce R. Rusch Director August 14, 1997
- --------------------------
Bruce R. Rusch
4
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Stock Option Agreement dated June 30, 1997, between the
Company and Ronald J. Muns. (Incorporated by reference to
Exhibit No. 2 to Schedule 13-D/A dated July 7, 1997, filed
by Ronald J. Muns, as reporting person, with respect to the
Company, as issuer.)
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).
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Exhibit 5.1
August 14, 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 90,000 shares of Common Stock, par value $.01 per
share, of the Company (the "Shares") to be issued to a former stockholder (the
"Selling Stockholder") of Bendata, Inc. The Shares are issuable upon exercise
of an option granted on June 30, 1997 to the Selling Stockholder (the
"Option").
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, upon
payment of the exercise price as set forth in the Option, 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
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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
August 15, 1997
