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SC 13D/A Form - [Amend] General statement of acquisition of beneficial ownership - ASTEA INTERNATIONAL INC (0000945989) (Subject)

SC 13D/A1j1011196sc136da3.htmAMENDMENT NO. 3

 

 

 

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

 

Washington,D.C. 20549

 

SCHEDULE13D/A

 

Under the Securities Exchange Act of 1934

 

INFORMATION TO BE INCLUDED IN STATEMENTSFILED PURSUANT TO

§ 240.13d-1(a) AND AMENDMENTS THERETOFILED PURSUANT TO § 240.13d-2(a)

 

(Amendment No. 3)*

 

ASTEAINTERNATIONAL INC.

 

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE

 

(Title of Class of Securities)

 

04622E109

 

(CUSIP Number)

 

Zack Bergreen

Astea International Inc.

240 Gibraltar Road

Horsham, PA 19044

(215) 682-2500

 

(Name, Address and Telephone Number of PersonAuthorized to

Receive Notices and Communications)

 

With Copies to:

 

Dilworth Paxson LLP

1500 Market Street, Suite 3500E

Philadelphia, PA 19102

Attention: Graham R. Laub

(215) 575-7277

 

October 7, 2019

 

(Date of Event which Requires Filingof this Statement)

 

If the filing person has previously fileda statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule becauseof §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. / /

 

Note: Schedules filed in paper format shall include a signedoriginal and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for areporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendmentcontaining information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover pageshall 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).

 

 

 

   
 

 

SCHEDULE 13D

 

CUSIP NO. 04622E109

 

1

NAMES OF REPORTING PERSONS

 

Zack B. Bergreen

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

                                                                                     (a)  o

(b)  o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

2,929,184(a)

8

SHARED VOTING POWER

 

5,000

9

SOLE DISPOSITIVE POWER

 

2,929,184(a)

10

SHARED DISPOSITIVE POWER

 

5,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,934,184

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

53.8%

14

TYPE OF REPORTING PERSON

 

IN

 

 

(a)Includes 136,250 shares subject to options that wereexercisable at or within 60 days of October 11, 2019.

 

   
 

 

1

NAMES OF REPORTING PERSONS

 

ANKA Limited Partnership

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

                                                                                     (a)  o

(b)  o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Pennsylvania

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

58,103

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

58,103

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,103

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.07%

14

TYPE OF REPORTING PERSON

 

PN

 

   
 

 

This Amendment No. 3 to the Schedule13D (this “Third Amendment”) amends and supplements the Schedule 13D filed by Zack B. Bergreen with the SECon October 3, 2008, as modified by Amendment No. 1 filed on April 1, 2009, and Amendment No. 2 filed on July 10, 2014 (as amended,the “Schedule 13D”).

 

Items 4, 5, 6, 7 of the Schedule 13Dare hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined in thisThird Amendment have the respective meanings ascribed to them in the Schedule 13D.

 

ITEM 4. PURPOSE OF TRANSACTION

 

Merger Agreement

 

Pursuant to an Agreement and Plan ofMerger, dated as of October 7, 2019 (the “Merger Agreement”), by and among IFS Americas, Inc., a Delaware corporation(the “Parent”), IFS Amber, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “MergerSub”), and Astea International Inc., a Delaware corporation (the “Company”), the Parent has agreed to acquireall of the outstanding shares of the Company for cash. Subject to the terms and conditions of the Merger Agreement, each issuedand outstanding share of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) (other than(i) shares held in treasury by the Company, (ii) shares held by the Parent, the Merger Sub or their respective Affiliates (asdefined in the Merger Agreement), or by any Subsidiary of the Company, and (iii) shares held by stockholders who properly exerciseand perfect appraisal rights for such shares in accordance with Section 262 of the Delaware General Corporation Law) will thereuponbe cancelled and converted into the right to receive an amount in cash equal to $12.00 per share (the “Merger Consideration”).

 

Voting Agreement

 

In connection with the execution ofthe Merger Agreement, the Parent entered into a voting agreement dated as of October 7, 2019 (the “Voting Agreement”),with Zack Bergreen, Chairman and Chief Executive Officer of the Company (the “Principal Stockholder”), and ANKA LimitedPartnership, a Pennsylvania limited partnership in which the Principal Stockholder is the sole general partner (the “Partnership”).Subject to the terms and conditions set forth in the Voting Agreement, the Principal Stockholder has agreed to vote the sharesover which he has sole or shared voting power in favor of the approval of the Merger Agreement.

 

Pursuant to the Voting Agreement, thePrincipal Stockholder agreed to convert all of the outstanding shares of the Series A Convertible Preferred Stock and the SeriesB Convertible Preferred Stock of the Company that he holds (the “Convertible Preferred Stock”) to Common Stock priorto the record date for the meeting of the Company’s stockholders to vote on the Merger Agreement and the Merger.

 

The shares covered by the Voting Agreementinclude 1,169,040 shares of the Common Stock held by the Principal Stockholder, 1,623,894 shares of the Convertible PreferredStock held by the Principal Stockholder and 58,103 shares of the Common Stock held by the Partnership.

 

Dividends

 

On the closing date of the Merger, theParent will pay the Principal Stockholder an amount equal to the declared and unpaid dividends payable to him in respect of theConvertible Preferred Stock, which dividends will continue to accrue and be payable on the Convertible Preferred Stock until thedate of conversion. As of October 7, 2019, the declared and unpaid dividends on the Convertible Preferred Stock totaled $1,070,000.

 

 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Under the definition of “beneficialownership” as set forth in § 240.13d-3 of the Act, the Principal Stockholder is the beneficial owner of 2,934,184 sharesas of the close of business on October 11, 2019. The Principal Stockholder has sole power to vote or to direct the vote of 2,792,934shares.

 

Under the definition of “beneficialownership” as set forth in § 240.13d-3 of the Act, the Partnership is the beneficial owner of 58,103 shares as of theclose of business on October 11, 2019. The Partnership has sole power to vote or to direct the vote of 58,103 shares.

 

Pursuant to the Merger Agreement, andsubject to the terms and conditions contained therein, the Principal Stockholder and the Partnership have agreed to tender (andhave agreed not to withdraw) their shares to the Parent in connection with the Merger.

 

   
 

 

Under the Voting Agreement, the PrincipalStockholder has agreed to vote the Principal Stockholder’s 2,792,934 shares and the Partnership’s 58,103 shares infavor of the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, against AcquisitionProposals or Superior Proposals, and against any other action or agreement that would reasonably be expected to result in a breachof any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, result in any ofthe conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or interfere with, delay or adverselyaffect the Merger and the other transactions contemplated by the Merger Agreement. Under the Voting Agreement, Principal Stockholderhas agreed that he will not (and will not cause his affiliates, advisors or representatives) to, among other actions: (i) initiate,solicit, knowingly facilitate (including by providing any non-public information concerning the Company or any subsidiary to anyperson or group who would reasonably be expected to make an Acquisition Proposal) or knowingly encourage the submission or announcementof any inquiries, proposals or offers relating to, or which could reasonably be expected to lead to, any Acquisition Proposalor engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve orrecommend, any Acquisition Proposal, (iii) enter into any letter of intent or other agreement relating to any Acquisition Proposal,or (iv) make, or in any manner participate in a “solicitation” of proxies or powers of attorney with respect to thevoting of shares of the Common Stock intending to facilitate any Acquisition Proposal or cause any stockholder not to vote toadopt the Merger Agreement and approve the Merger.

 

In addition, the Principal Stockholderand the Partnership have irrevocably waived and agree not to exercise any statutory appraisal or dissenters’ rights thatthey may have under the Merger Agreement.

 

The transactions in the shares by PrincipalStockholder during the past sixty days are set forth in Schedule A and are incorporated herein by reference. The Partnership,other than described herein, has not effected any transactions in the shares during the past sixty days.

 

To the knowledge of the Reporting Persons,other than as described herein, no other person has the right to receive or the power to direct the receipt of dividends from,or the proceeds from the sale of, the securities covered by this Third Amendment.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS

WITH RESPECT TO SECURITIESOF THE ISSUER

 

The information provided or incorporatedby reference in Item 4 and Item 5 is hereby incorporated by reference. Other than as described in this Third Amendment, thereare no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and anyother person with respect to any securities of the Company.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

(1) Agreement and Plan of Merger datedas of October 7, 2019, among the Parent, the Merger Sub, and the Company.

 

(2) Voting Agreement dated as of October7, 2019, among the Parent, the Principal Stockholder, and the Partnership.

 

   
 

 

SIGNATURES

 

After reasonable inquiry and to thebest of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, completeand correct.

 

Dated: October 11, 2019 Zack B. Bergreen
   
  /s/  Zack Bergreen
   
  ---------------------------------
   
  Name: Zack B. Bergreen
   
  Title: Chairman and Chief
Executive Officer

 

  ANKA Limited Partnership
   
  /s/  Zack Bergreen
   
  ---------------------------------
   
  Name: Zack B. Bergreen
  Title: General Partner

 

 

   
 

 

SCHEDULE A

 

Transactions in the Shares of IssuerDuring the Past Sixty Days

 

1. On October 11, 2019, Principal Stockholder exercised the option to purchase 40,000 shares of Common Stock.

 

 

 

 

 

 

 

Comments

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Stock News Now @Stock_News_Now - 4 hours ago
$ATEA: New SEC Filing for ATEA: Form SC 13D/A (No. 0001214659-19-006469): https://t.co/iYXXvjuzjP
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OTC WATCH News 📰 @otc_watch_news - 15 hours ago
$ATEA #OTCQB Astea International Inc. (ATEA: OTCQB) | ASTEA INTERNATIONAL INVESTOR ALERT by The Former Attorney Gen… https://t.co/cROcnUbxwZ
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Rambo Rell @JRell274 - a day ago
RT @realsheepwolf: ⚡️ $SNWV 1ST & ONLY #FDA CLEARED TREATMENT FOR DIABETIC FOOT ULCERS USING ⚡️SHOCKWAVE PRINCIPLES- $JNJ RING A BELL🔔 $LL…
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SheepWolf @realsheepwolf - a day ago
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Dakota Financial @dakotafinancial - 2 days ago
Astea International $ATEA Downgraded by ValuEngine https://t.co/MzeSdfoe2G
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StockTexts @StockTexts - 4 days ago
$ATEA Astea International Inc. SEC Filing: Form SC 13D/A https://t.co/Y1A1ByOLoa
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Fintel.io @fintel_io - 4 days ago
Bergreen Zack B has filed an amended 13D/A, reporting 53.8% ownership in $ATEA - https://t.co/8PqDooDlxc
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Arham @arhamgrowthcap - 4 days ago
RT @majgeoinvesting: Hats off to @Bootstrap68 for calling $ATEA acquisition, 140% premium! Too bad I didn't own it, but on behalf of Geo an…
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OTC Dynamics, Inc. @otcdynamics - 4 days ago
$ATEA STOCKHOLDER ALERT: Monteverde & Associates PC is Investigating the Following Merger https://t.co/sOMShqznGu
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Maj Soueidan @majgeoinvesting - 4 days ago
Hats off to @Bootstrap68 for calling $ATEA acquisition, 140% premium! Too bad I didn't own it, but on behalf of Geo… https://t.co/ZfemN4aq2E
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Insider Alerts @InsiderAlertsIA - 4 days ago
$ATEA: New Insider Filing on Chief Financial Officer FREDRIC ETSKOVITZ: https://t.co/JrrQZQnK08
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1 min Stock Insights @1MinuteStock - 4 days ago
Do you know that #WallStreet price for $ATEA is $0 https://t.co/4tFAclaM1F
JRell274-profile-image
Rambo Rell @JRell274 - 4 days ago
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