SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Astea International Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04622E109
(CUSIP Number)
Ronald J. Muns
8350 Alpinview Way
Colorado Springs, Colorado 80919
(719) 593-7802
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald J. Muns
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
7
SOLE VOTING POWER
1,125,570
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
100,000
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
1,125,570
PERSON
WITH
10
SHARED DISPOSITIVE POWER
100,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,570
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.27%
14
TYPE OF REPORTING PERSON*
IN
Amendment No. 2 to Statement on Schedule 13D
This amended statement on Schedule 13D relates to the Common Stock, $.01 par
value per share (the "Shares"), of Astea International Inc. (the "Company").
Items 5, 6 and 7 of this statement, previously filed by Ronald J. Muns (the
"Reporting Person"), are hereby amended as set forth below.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) The Reporting Person is the direct beneficial owner of 1,225,570 Shares,
or approximately 9.27% of the 13,228,419 Shares outstanding as of May 9, 1997,
according to information contained in the Company's quarterly report on Form
10-Q for the quarter ended March 31, 1997. Such shares include (i) 90,000
Shares which the Reporting Person has the right to acquire pursuant to the grant
of an option by the Company to the Reporting Person described in Item 5(c) below
and (ii) 100,000 Shares held by the Muns Family Partnership, a limited
partnership of which the Reporting Person and his wife are the sole general
partners.
(c) The table below sets forth sales of the Shares by the Reporting Person
during the last 60 days. The Reporting Person effected all of such sales on the
NASDAQ National Market.
Date
Amount of Shares Sold
Approximate Price
Per Share
(exclusive of commissions)
6/16/97
10,000
$3.40
On June 30, 1997, the Reporting Person entered into the agreements with
the Company described under Item 6 pursuant to which, among other things, the
Company granted to the Reporting Person a ten year option to acquire 90,000
Shares at a price of $3.06 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On June 30, 1997, the Reporting Person entered into an agreement pursuant
to which the Reporting Person agreed, among other things, to settle various
claims he had previously asserted against the Company in connection with the
Company's 1996 acquisition of Bendata, Inc. from the Reporting Person and
others. Under the settlement agreement, the Company (i) granted the Reporting
Person an ten year option to acquire 90,000 Shares at $3.06 per Share, (ii)
agreed to pay the Reporting Person cash in the amount of $1.00 per Share for
each Share sold by the Reporting through September 30, 1997, up to a maximum of
$300,000 and (iii) agreed to pay the Reporting Person an additional $1 million
in cash in installments over five years. The foregoing summary of the
agreements between the Company and the Reporting Person is qualified in its
entirety to the full text of the agreements attached as exhibits 1 and 2 and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Agreement dated as of June 30, 1997 between Astea International, Inc. and
Ronald J. Muns.
2. Option Agreement dated June 30, 1997 between Astea International Inc. and
Ronald J. Muns
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: July 7, 1997
/s/ Ronald J. Muns
Ronald J. Muns
AGREEMENT
This Agreement (the "Agreement") dated as of June 30, 1997 between Ronald J.
Muns and Astea International Inc., a Delaware corporation (the "Company").
WHEREAS, Mr. Muns and the Company entered into that certain Employment and
Noncompetition Agreement dated March 1, 1996 (the "Employment Agreement") to
which Bendata, Inc. ("Bendata"), a Colorado corporation and wholly-owned
subsidiary of the Company, is also a party.
WHEREAS, Bendata and the Company entered into the Employment Agreement with Mr.
Muns in connection with the Company's purchase of all of the outstanding capital
stock and equity interests of Bendata and certain other entities affiliated
with Bendata from Mr. Muns and all of the other holders thereof (the
"Shareholders") pursuant to an Agreement and Plan of Merger dated February 27,
1996 (the "Merger Agreement") among the Company, BDI Acquisition Corp., Bendata,
Bendata (UK) Limited LLC, Mr. Muns, Randall Casto and David Russell;
WHEREAS, as consideration for the Company's purchase of Bendata, the Company
issued an aggregate of 1,500,000 shares (the "Shares") of common stock, $.01 par
value per share, of the Company (the "Common Stock") to the Shareholders, of
which Mr. Muns received 1,366,270 Shares;
WHEREAS, pursuant to a Registration Rights Agreement dated as of February 26,
1996 among the Company, Mr. Muns and others (the "Registration Agreement"), the
Company has agreed to register the Shares received by Mr. Muns for resale under
the Securities Act of 1933, as amended, and a registration statement filed
pursuant to the Registration Agreement is currently effective;
WHEREAS, Mr. Muns has asserted and continues to assert various claims against
the Company including those for breach of the representations and warranties in
the Merger Agreement (the "Claims");
WHEREAS, the Company has denied and continues to deny Mr. Muns' Claims;
WHEREAS, to avoid the expense and distraction of litigation over Mr. Muns'
Claims, each of the Company, Bendata and Mr. Muns have agreed to compromise and
settle such Claims, and to modify certain of the terms of the Employment
Agreement;
NOW, THEREFORE, in consideration of the premises and in exchange for the
promises made herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bendata, the Company and Mr.
Muns agree as follows:
1. Consulting Agreement. The Company, Bendata, and Mr. Muns shall
immediately execute and enter into a consulting and development agreement with
Mr. Muns in the form attached hereto as Exhibit A (the "Consulting Agreement").
2. Additional Consideration on Sales. The Company will pay Mr. Muns $1.00
per share in cash for each Share sold by Mr. Muns between July 1, 1997 and
September 30, 1997 (the "Termination Date"), up to a maximum of $300,000. The
amount owed by the Company will be due and payable upon written notification by
Mr. Muns of the number of Shares sold made on the earlier of two business days
after the date on which Mr. Muns has sold at least 300,000 Shares or the
Termination Date.
3. Cash Payment. The Company has executed and delivered to Mr. Muns its
promissory note, in the form of Exhibit B, evidencing the Company's obligation
to pay Mr. Muns an aggregate of One Million Dollars ($1,000,000), payable
without interest in twenty (20) equal quarterly installments over a period of
five (5) years commencing on the date of this Agreement, or at such earlier time
or times as determined by the Company in its sole discretion, the first
installment of which shall be paid concurrent with the execution of this
Agreement.
4. Option Grant. The Company hereby grants to Mr. Muns a non-qualified
option to purchase 90,000 shares of Common Stock with a duration of ten years,
substantially in the form attached hereto as Exhibit C (the "Option") at an
exercise price equal to the closing price of the Common Stock on the Nasdaq
National Market on the last trading day prior to the date of this Agreement.
The Option will be immediately and fully exercisable.
5. Registration Statement. The Company agrees promptly to file and maintain
the effectiveness of a registration statement on Form S-8 to allow Mr. Muns to
sell the shares of Common Stock obtainable upon exercise of the Option.
6. Legal Fees and Expenses. The Company herewith reimburses to Mr. Muns a
total of $20,000.00 to defray a portion of the legal fees and expenses that he
has incurred in connection with the investigation and settlement of his claims
by delivering to him a check in that amount.
7. Nature of Consideration. The Company acknowledges that the payment of
sums of money pursuant to paragraphs 2, 3 and 6 of this Agreement, and the grant
of the Option pursuant to paragraph 4 of this Agreement are in settlement of
claims and not compensation to Mr. Muns. The Company agrees not to issue an IRS
Form W-2 to Mr. Muns indicating that any portion of such consideration is
compensation to Mr. Muns. The Company agrees to issue an IRS Form 1099-MISC
indicating that the consideration is "other income" (box 3).
8. Release by Mr. Muns. Effective upon the execution and delivery of this
Agreement by the Company, Mr. Muns does hereby, for himself and his heirs,
executors, agents, representatives, affiliated entities, successors and assigns,
remise, release, acquit and forever discharge the Company, Bendata, and their
respective stockholders, subsidiaries, affiliates, directors, officers,
employees, agents, predecessors, successors and assigns, of and from any and all
manner of action and actions, cause and causes of action, suits, debts,
controversies, damages, judgments, executions, claims and demands whatsoever, in
law or in equity, against the Company, Bendata, or any of their respective
affiliates as hereinabove enumerated, which Mr. Muns ever had, now has or which
he, or persons related to him as hereinabove enumerated, can, shall or may have,
whether or not now known, for, upon or by reason of or in any way relating to
the Merger Agreement, the Company's purchase of Bendata from Mr. Muns and the
other Shareholders, or the issuance of the Company's securities to Mr. Muns at
any time prior to the date of this Agreement; provided however, that the
foregoing release shall not be construed to release claims arising under this
Agreement or the Registration Agreement, or future obligations of the Company
under the Employment Agreement or the Consulting Agreement.
9. Release by the Company. Effective upon the execution and delivery of this
Agreement by Mr. Muns, the Company and Bendata, or themselves and their
respective stockholders, subsidiaries, affiliates, directors, officers,
employees, agents, predecessors, successors and assigns, do hereby release,
remise and acquit and forever discharge Mr. Muns, his heirs, executors,
successors and assigns, of and from any and all manner of action and actions,
cause and causes of action, suits, debts, controversies, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, against Mr. Muns
or any person related to him as hereinabove enumerated, which the Company,
Bendata, or any of their respective affiliates as hereinabove enumerated, ever
had, now has or which it or any of its respective affiliates as hereinabove
enumerated, can, shall or may have, whether or not known, for, upon or by reason
of or in any way related to the Merger Agreement, the Company's purchase of
Bendata from Mr. Muns and the other Shareholders, or the issuance of the
Company's securities to Mr. Muns at any time prior to the date of this
Agreement; provided however, that the foregoing release shall not be construed
to release claims arising under this Agreement or the Registration Agreement, or
future obligations of Mr. Muns under the Employment Agreement or the Consulting
Agreement.
10. Representations and Warranties.
(a) Mr. Muns has such knowledge and experience in financial and business
matters and in making investment decisions of this type that he is capable of
evaluating the merits and risks of an investment in the Company and of making an
informed investment decision.
(b) The Company represents and warrants to Mr. Muns that the Company has taken
all action that may be required by its corporate charter, by-laws and all other
applicable law to authorize execution, delivery and performance of this
Agreement.
(c) The Company and Mr. Muns represent and warrant to each other that this
Agreement has been duly executed and delivered by such party and constitutes the
legal, valid and binding obligation of such party, enforceable against such
party in accordance with its terms, and that neither has assigned, transferred,
or hypothecated or pledged any portion of the claims subject to this Agreement
to any third party.
11. Amendment to Employment Agreement. Section 5(b) of the Employment
Agreement is hereby clarified and, to the extent necessary, modified to permit
Mr. Muns to (a) be employed by or consult with, and be an officer, director and
stockholder of, CoreTech Consulting Group, Inc. (or any of its affiliates); (b)
provide consulting, training and event services, and certification programs,
notwithstanding the fact that such activities may involve businesses to which
Bendata's products are sold; provided, however, Mr. Muns will not sell or
intentionally assist others in selling products that are competitive with any of
the products Bendata is selling or announced that it will be selling as of the
date of this Agreement; and (c) permit Mr. Muns to serve actively in the affairs
of any professional association or non-profit organization established to
further the professional certification of help desk professionals.
12. Miscellaneous.
(a) Except to the extent expressly amended hereby, the Employment, Merger and
Registration Agreements shall not be altered by this Agreement. Except as
otherwise set forth in the Employment, Merger and Registration Agreements and
the attachments thereto, this Agreement constitutes the entire understanding of
the parties with respect to the subject matter of this Agreement and supersedes
all prior agreements and understandings, written or oral, with respect to the
subject matter of this Agreement. To the extent consistent with this Agreement,
the Employment, Merger and Registration Agreements and the attachments thereto
are reaffirmed hereby.
(b) Except as otherwise contemplated herein or required by applicable law or
regulation, or by the order of a tribunal having appropriate jurisdiction, and
only to the extent so contemplated or required, the Company and Mr. Muns shall
not disclose the contents or existence of this Agreement to any other person.
The Company consents to the filing by Mr. Muns of an amendment to his existing
statement on Schedule 13D which will include a summary of this Agreement and to
which a copy of this Agreement will be attached as an exhibit.
(c) From and after the date of this Agreement, upon the reasonable request of
any party hereto, the other party shall execute and deliver such instruments,
documents and other writings as may be reasonably necessary or desirable to
confirm and carry out and effectuate fully the intent and purposes of this
Agreement.
(d) This Agreement will be governed by and interpreted in accordance with the
internal laws of the State of Delaware without regard to conflict-of-law
principles.
(e) This Agreement may be executed by facsimile and in any number of
counterparts, each of which shall be deemed an original for all purposes.
**************
IN WITNESS WHEREOF, the parties have executed this Agreement of this 30th day of
June, 1997.
ASTEA INTERNATIONAL INC.
By:
Zack B. Bergreen
Chief Executive Officer
BENDATA, INC.
By:
Vance Brown
President
Ronald J. Muns
ASTEA INTERNATIONAL INC.
Stock Option Agreement
ASTEA INTERNATIONAL INC., a Delaware corporation (the "Company"), hereby grants
this 30th day of June, 1997, to Ronald J. Muns ("Optionee"), an option (the
"Option") to purchase a maximum of 90,000 shares (the "Option Shares") of its
Common Stock, $.01 par value (the "Common Stock"), at the price of $3.06 per
share (the "Option Exercise Price"), subject to the following terms and
conditions:
1. Extent of Option. The Optionee may exercise all or any part of this
Option immediately. Any part of this Option not exercised by June 29, 2007
shall expire.
2. Death; Disability. If the Optionee is a natural person who dies before
the date that is ten years from the date this Option is granted, 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 death, by his estate,
personal representative or beneficiary to whom this Option has been assigned
pursuant to Section 8, at any time before June 29, 2007.
3. 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.
4. Payment of Option Exercise Price. The Option Exercise 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 Exercise 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 Exercise 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 Exercise 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 Exercise 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.
5. 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 which
is effective and current under the Securities Act.
6. 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
Option Exercise 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 3 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.
7. 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.
8. No Obligation to Exercise Option. The grant and acceptance of this Option
imposes no obligation on the Optionee to exercise it.
9. 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.
10. 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.
11. Capital Changes and Business Successions. If, during the term of this
Agreement, there shall be any stock dividend, stock rights or distribution,
stock split, recapitalization, merger, consolidation, reorganization or other
similar change or transaction of or by the Company, an appropriate adjustment
shall be made to the number and kind of shares remaining to be acquired upon
exercise of the Option and to the exercise price of the Option so that the value
to be received by Optionee upon exercise of the Option shall, in the aggregate,
be the same as if none of the foregoing transactions had occurred. The Company
shall promptly notify Optionee in writing of any such adjustments, the reason
therefor and the calculation thereof.
12. Miscellaneous Provisions.
12.1 Binding Effect. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, heirs, personal and legal representatives and
permitted assigns.
12.2 Entire Agreement. This Agreement contains the entire understanding
between the parties with respect to the subject matter hereof and supersedes any
prior agreements or understandings between them with respect thereto.
12.3 Amendments; Waivers. This Agreement may not be modified except by written
agreement signed by both the Company and Optionee, and no provision hereof or
breach thereof may be waived except in writing by the party waiving its or his
rights. The waiver of any term hereof or the breach thereof in any instance
shall not be deemed to be a waiver of such term or breach in any other instance
or of any other term or breach.
12.4 Headings; Pronouns. The descriptive headings of the respective sections
and subsections of this Agreement are inserted for convenience of reference only
and shall not be deemed to modify or affect the construction of the provisions
which follow them. Any references to sections contained herein shall be deemed
to refer to the sections hereof unless otherwise specified. Any use of any
masculine pronoun shall include the feminine and vice-versa and any use of a
singular shall include the plural and vice-versa as the context and facts may
require.
12.5 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Delaware.
12.6 Notices. All communications between the parties shall be in writing and
shall be deemed to have been duly given as of the date of hand delivery or three
days after mailing via certified or registered mail, return receipt requested,
proper postage prepaid to the following addresses or such other addresses as
either party shall from time to time notify the other:
(i) If to the Company: Astea International Inc.
55 Middlesex Turnpike
Bedford, MA 01730
Attn. General Counsel
(ii) If to Optionee: 8350 Alpinview Way
Colorado Springs, CO 80919
12.7 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement or the application thereof to any party
or circumstance shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the minimal extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Agreement or the application of such provision to other
parties or circumstances.
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:______________________________
Ronald J. Muns
Its:______________________________
____________________________
Street Address
____________________________
City State Zip Code
