SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ASTEA INTERNATIONAL INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04622E109
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(CUSIP NUMBER)
Fallen Angel Equity Fund, L.P.
c/o Fallen Angel Capital, LLC
960 Holmdel Road
Holmdel, New Jersey 07733
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Michael G. Tannenbaum, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
January 14, 1999
(Date of event which requires
filing of this statement)
CUSIP No. 04622E109
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(e), 13d-1(f) or 13d-1(g) check the following box
[]
Page 1 of 7 Pages
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CUSIP No. 04622E109 13D Page 2 of 6
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fallen Angel Equity Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,180,000 (See Item 5)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,180,000 of Common Stock
(See Item 5.)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,180,000 shares of Common Stock (See Item 5.)
Page 2 of 7 Pages
[380047-4]
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.72% of Common Stock (See Item 5)
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14 TYPE OF REPORTING PERSON
PN
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Page 3 of 7 Pages
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CUSIP No. 566323309 SCHEDULE 13D
Item 1. Security and Issuer.
Security Acquired: Common Stock
Issuer: Astea International Inc. (the "Issuer")
455 Business Center Drive
Horsham, PA 19004
Item 2. Identity and Background.
Fallen Angel Equity Fund, L.P. (the "Partnership") is a
Delaware limited partnership. The Partnership invests in, holds, sells, trades,
on margin or otherwise, and otherwise deals in securities and other intangible
investment instruments, consisting principally, but not solely, of stocks,
bonds, notes, bills, derivatives and other securities and instruments that are
traded in public markets. The Partnership is located at c/o Fallen Angel
Capital, LLC, 960 Holmdel Road, Holmdel, New Jersey 07733. The general partner
of the Partnership is Fallen Angel Capital, LLC (the "General Partner"). The
Partnership has not been convicted in a criminal proceeding during the last five
(5) years. The Partnership is not, and during the past five (5) years was not, a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result thereof, subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
The General Partner is located at 960 Holmdel Road, Holmdel,
New Jersey 07733. The manager of the General Partner is Barry Goldsmith. The
business address of Mr. Goldsmith is 960 Holmdel Road, Holmdel, New Jersey
07733. The General Partner and Mr. Goldsmith have not been convicted in a
criminal proceeding during the last five (5) years. The General Partner and Mr.
Goldsmith have not during the past five (5) years been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which they have been subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Partnership acquired the common stock of the Issuer through the working
capital of the Partnership. Mr. Goldsmith does not directly own any shares of
the Issuer.
Page 4 of 7 Pages
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Item 4 Purpose of Transaction
The purpose of the transactions reported by this Schedule 13D
was and is investment in the securities of the Issuer. The Partnership seeks to
generate returns by investing in public companies in the information technology
industry. The Partnership intends to pay close attention to developments at and
pertaining to the Issuer, and, subject to market conditions and other factors
deemed relevant to it, the Partnership may purchase, directly or indirectly,
additional shares of the Issuer's stock or dispose of some or all of such shares
in open-market purchases or privately negotiated transactions. Furthermore, the
Issuer may from time to time contact large shareholders with a view towards
discussing the acquisition of their shares. While the Partnership has no present
plans or proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, the Partnership
may communicate with shareholders and various parties including the management
and the board of directors of the Issuer concerning possible ways to
increase shareholder value. Other than as described above, neither the
Partnership nor Mr. Goldsmith have plans or proposals which would result in any
of the following:
a. the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer;
b. an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
d. any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any vacancies on the board;
e. any material change in the present capitalization or dividend policy of
the Issuer;
f. any other material change in the Issuer's business or corporate
structure;
g. changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
h. causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association;
i. causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. any action similar to any of those enumerated above.
Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the date of this Schedule 13D, the Partnership owns
1,180,000 shares of the Issuer's common stock, representing in the aggregate
approximately 8.72% of the Issuer's 13,540,201 shares outstanding as of November
13, 1998 (based upon information obtained from the Issuer's latest 10-QSB).
(c) The following presents a list of purchases (including acquisitions by way of
distributions) and sales of all shares by the Partnership within the last 60
days, including the price per Share and the means by which such purchase or sale
was effected.
Identity Date Amount of Securities Price/Share Type
Partnership 1/13/99 30,000 $1.91670 open-market
purchase
Partnership 1/14/99 1,150,000 $1.91631 open-market
purchase
(d) Not applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable.
Page 6 of 7 Pages
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Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 20, 1999
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Signature
/s/ Barry Goldsmith
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Name/Title
Barry Goldsmith, Manager, Fallen Angel Capital, LLC, General Partner of the
Partnership
Page 7 of 7 Pages
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