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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 1998
ASTEA INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-26330 23-2119058
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(Commission File Number) (IRS Employer Identification No.)
455 BUSINESS CENTER DRIVE, HORSHAM, PENNSYLVANIA 19044
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(215) 682-2500
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N.A.
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(Former name or former address, if changed since last report)
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SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT ON FORM 8-K
DATE OF REPORT: AUGUST 14, 1998
ITEM 5. OTHER EVENTS
Astea International Inc. ("Astea") has entered into a Stock Purchase
Agreement (the "Agreement"), dated August 14, 1998, among Astea and Ixchange
Technology Holdings Limited, a South Africa corporation ("Ixchange"), Network
Data, Inc., Bendata, Inc. ("Bendata"), Bendata (Europe) Limited LLC, and Bendata
Holding, Inc. Pursuant to the Agreement, Astea has agreed to sell to Ixchange
all of the outstanding capital stock of Bendata, including Bendata (Europe)
Limited LLC. The sale of Bendata is subject to customary closing conditions and
also subject to South African regulatory approvals. The date of the closing is
expected to be in late August 1998, subject to prior satisfaction of the
aforementioned conditions. Ixchange is not affiliated with Astea or Bendata or
any of their respective officers or directors or their associates.
In consideration of the transfer of all of the outstanding capital stock of
Bendata to Ixchange, Astea will receive from Ixchange at the closing (a) $35
million in cash and (b) a promissory note payable one year from the closing
date, secured by a letter of credit, in the principal amount of $7.5 million,
bearing interest at the prevailing rate for one-year U.S. Treasury notes. In
addition, promptly after the closing, Astea will receive from Ixchange an
unsecured, one-year promissory note in the principal amount of approximately
$900,000, subject to certain post-closing adjustments related to taxes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
99.1 Press Release, dated August 17, 1998.
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SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT ON FORM 8-K
DATE OF REPORT: AUGUST 14, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
ASTEA INTERNATIONAL INC.
By: /s/ John G. Phillips
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John G. Phillips
Vice President and Chief Financial Officer
Date: August 21, 1998
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EXHIBIT 99.1
[COMPANY LOGO APPEARS HERE]
<TABLE>
<CAPTION>
CONTACTS:
AT ASTEA AT BENDATA MEDIA RELATIONS INVESTOR RELATIONS
<S> <C> <C> <C>
Jack Phillips Vance F. Brown Steven Greene Harvey A. Goralnick
Chief Financial Officer President
Astea International Inc. Bendata Inc. Sperling Greene Associates FOCUS Partners LLC
(215) 682-2500 (719) 532-7397 (212) 366-5060 (212) 752-9445
[email protected] [email protected] [email protected] [email protected]
</TABLE>
ASTEA SIGNS AGREEMENT TO SELL BENDATA
HORSHAM, PA. AUGUST 17, 1998 - ASTEA INTERNATIONAL (NASDAQ: ATEA), a leading
developer and supplier of Customer Management Solutions (CMS) software, today
announced that it has signed an agreement to sell its Bendata, Inc. subsidiary
to Ixchange Technology Holdings, Ltd. (JS: XCH) for over $43 million in cash and
short-term guaranteed debt. The sale is subject to customary closing conditions
and to South African regulatory approvals. The date of closing is expected to be
in late August.
Jake LaMotta, President and COO of Astea, noted, "With the agreement to sell
Bendata, the Company has begun to re-focus its efforts on its core competencies:
the development of leading-edge, customer-oriented front office solutions. Front
office applications represent our historic strength and expertise, as Astea
played a pivotal role in developing the CMS industry. The divestiture of Bendata
will allow us to aggressively support the product initiatives started late last
year with the introduction of ServiceAlliance and V-Service, a unique, Web-based
field service product of the Virtual Service Corporation, a division of Astea
created early this year. These significant changes will benefit stockholders,
employees and clients. The proceeds of the sale will fund, among other things,
an expansion of the sales and marketing force to take advantage of dramatically
increasing product licensing opportunities."
Other uses for the proceeds from the sale include the expansion of Astea's
implementation and project management service capabilities. Investments are
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targeted for both direct and indirect sales and marketing channels, as well as
for the extension of the Company's European and Pacific Rim infrastructure and
for its global product development efforts.
"We are convinced that this sale will benefit our Company," said Zack Bergreen,
Chairman and CEO of Astea International. "It supports the consolidation and
streamlining of Company operations, improves our CMS market focus and vision,
and funds continued expansion of our product development and sales and marketing
efforts. Both Astea and Bendata will benefit from this transaction."
Vance Brown, President of Bendata, agreed. "While Bendata focuses on
departmental/workgroup customer service applications, Astea's primary strength
is superior enterprise CMS software functionality," he stated.
ABOUT IXCHANGE TECHNOLOGY HOLDINGS
Ixchange Technology Holdings Limited develops client-server software solutions
for Internet applications and provides related products and services. The
company is based in Kramerville, South Africa, with U.S. offices in Denver.
Products include Customer IXCHANGE, Stock IXCHANGE, Internet IXCHANGE, Mail
IXCHANGE and Value IXCHANGE. The group also assists companies in adding value
to their internet processes via technological applications. Ixchange can be
reached at (011) 2711-444-1550 or via the World Wide Web at www.ixchange.com .
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ABOUT ASTEA INTERNATIONAL
Astea International develops Customer Management Software that enables
organizations to automate their field service, customer support, and sales and
marketing operations. Astea's products include DISPATCH-1, the industry's
leading and most complete customer service application; ServiceAlliance, an
integrated, client/server field service automation application that can be
easily configured and rapidly deployed; V-Service, a unique, web-based field
service application; and Abalon, a complete sales and marketing solution that
allows call centers to manage every aspect of the customerinteraction process.
Astea markets its products through direct and indirect sales and services
networks throughout North America, Europe, Israel, Asia, Australia and New
Zealand.
The company's customer base of approximately 650 companies and 45,000 end users
includes such industry leaders as Groupe Bull, NCR, Ericsson Telecom, Sun
Microsystems, GTE Customer Networks, Phillips Medical Systems, Siemens Business
Communications Systems, and Sprint. Astea differentiates itself by its
industry-leading customer care expertise, its commitment to providing "best of
breed" end-to-end solutions for automated customer care systems, and its
flexibility in offering a full spectrum of products for companies of different
sizes and needs. Astea can be reached at (215) 682-2500 or via the World Wide
Web at www.astea.com.
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This press release contains forward-looking statements that are made under the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and involve a number of risks and uncertainties that could materially affect
future results. Among these risk factors are the possibility that the sale of
Bendata may not close due to the failure to satisfy certain conditions, the
continuing acceptance of Astea's products, general competitive pressures in the
marketplace, and the continued overall growth in the customer management
solutions market industry. Further information regarding these as well as other
key risk factors and meaningful cautionary statements that could affect the
Company's financial results are included at length in the Company's Form 10-K
for the fiscal year ended December 31, 1997, filed with the Securities and
Exchange Commission.
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