Amended Statement of Beneficial Ownership (sc 13d/a)
September 28 2018 - 11:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Astea International, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
04622E208
(CUSIP Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive
,
Suite
309
Coral Springs
,
FL 33076
(631)
863-3100
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
September 28, 2018
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§ 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 signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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
).
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1
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NAME OF REPORTING PERSON
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PHILOTIMO FUND, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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131,132
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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131,132
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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131,132
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.6%
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14
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TYPE OF REPORTING PERSON
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IA, PN
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1
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NAME OF REPORTING PERSON
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KANEN WEALTH MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO; AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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FLORIDA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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325,842
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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325,842
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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325,842
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.1%
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14
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TYPE OF REPORTING PERSON
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IA, OO
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1
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NAME OF REPORTING PERSON
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DAVID L. KANEN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF; OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,600
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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325,842
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,600
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10
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SHARED DISPOSITIVE POWER
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325,842
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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328,442
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for the
accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of
business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate
purchase price of the 194,710 Shares beneficially owned by KWM is approximately $849,954, including brokerage commissions. The
aggregate purchase price of the 131,132 Shares beneficially owned by Philotimo is approximately $364,840, including brokerage commissions.
The aggregate purchase price of the 2,600 Shares beneficially owned by Mr. Kanen is approximately $8,065, including brokerage commissions.
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Item 4.
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Purpose of the Transaction.
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Item 4 is hereby amended
to add the following:
On September 28, 2018, the Reporting Persons delivered a letter (the “Letter”) to the Issuer’s
Chief Executive Officer and Chairman of the board of directors (the “Board”) reiterating their concern regarding the
Issuer’s current capital structure, which the Reporting Persons believe has undermined the health of the Issuer resulting
in a weakened balance sheet and reduced earnings and also serves as a repellant to new investors/prospective stockholders.
While
the Reporting Persons commend the Board for the formation of the special committee to examine the capital structure, specifically
related to the outstanding convertible preferred stock, the Reporting Persons are concerned that it has been close to three months
since the committee was formed and no developments or changes have been announced by the Issuer.
The
Reporting Persons further requested in the letter that the Board uphold its fiduciary duty to update and explain to existing stockholders
how the Issuer’s current capital structure benefits all stakeholders. Moreover, the Reporting Persons highlighted the need
for Board change and stated that having a wide range of perspectives represented in the boardroom is critical to effective corporate
governance and is vital if the Board is able to successfully address the complex issues the Issuer faces. The Reporting Persons
have identified a highly qualified director candidate for the Board's consideration for appointment as a Board member and expect
to continue their constructive dialogue with the Issuer’s management team and Board regarding opportunities to unlock value
at the Issuer
.
The foregoing description
of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which
is filed as Exhibit 99.1, and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended
and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 3,594,549
Shares outstanding, as of August 9, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2018.
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(a)
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As of the close of business on September 27, 2018, Philotimo beneficially owned 131,132 Shares.
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Percentage: Approximately 3.6%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 131,132
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 131,132
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(c)
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The transactions in the Shares by Philotimo since the filing of Amendment No. 2 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on September 27, 2018, KWM beneficially owned 194,710 Shares. KWM,
as the general partner of Philotimo, may be deemed the beneficial owner of the 131,132 Shares owned by Philotimo.
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Percentage: Approximately 9.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 325,842
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 325,842
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(c)
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KWM has not entered into any transactions in the Shares since the filing of Amendment No. 2 to
the Schedule 13D.
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(a)
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As of the close of business on September 27, 2018, Mr. Kanen directly beneficially owned 2,600
Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 194,710 Shares owned by KWM and
(ii) 131,132 Shares owned by Philotimo.
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Percentage: Approximately 9.1%
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(b)
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1. Sole power to vote or direct vote: 2,600
2. Shared power to vote or direct vote: 325,842
3. Sole power to dispose or direct the disposition: 2,600
4. Shared power to dispose or direct the disposition: 325,842
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(c)
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Mr. Kanen has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D. The transactions in the Shares on behalf of Philotimo since the filing of Amendment No. 2 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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KWM, in its role as
investment manager to several customer accounts (collectively, the "Accounts") to which it furnishes investment advice,
and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer's Shares held in the
Accounts.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 28, 2018
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KANEN WEALTH MANAGEMENT, LLC
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By:
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/s/ David L. Kanen
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Name:
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David L. Kanen
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Title:
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Managing Member
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PHILOTIMO FUND, LP
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By:
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Kanen Wealth Management, LLC
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its general partner
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By:
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/s/ David L. Kanen
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Name:
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David L. Kanen
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Title:
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Managing Member
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/s/ David L. Kanen
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DAVID L. KANEN
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SCHEDULE A
Transactions in the Shares of the
Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
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Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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PHILOTIMO
FUND, lP
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Purchase of Common Stock
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1,132
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4.4735
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08/15/2018
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