UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

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): December 910, 2019 ____________________

ASTEA INTERNATIONAL INC.

(Exact Name of Registrant as Specified in its Charter)

____________________

Delaware

0-26330

23-2119058

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

240 Gibraltar Road, Horsham, Pennsylvania 19044

(Address of principal executive offices, including zip code)

(215) 682-2500

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value Per Share

ATEA

OTCQB

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~☐ 5Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.0713e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 ~~Submission~~of this chapter) or Rule 12b-2 of ~~Matters~~the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

AItem special meeting (the “Special Meeting”) of the stockholders of Astea International Inc. (“we,” “us,” “our” or the “Company”) was held at 11:00 a.m., Eastern Time, on December 9, 2019, to consider and vote upon (1~~) a proposal to adopt the Agreement and Plan of Merger, dated October 7, 2019 (the “Merger Agreement”), among Astea International Inc~~.~~, a Delaware corporation (“Astea” or the “Company”), IFS Americas, Inc~~02., aTermination ~~Delaware corporation (“Parent”), and IFS Amber, Inc., a Delaware corporation and a wholly owned subsidiary~~ of ~~Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming~~ a ~~wholly~~Material ~~owned~~Definitive subsidiary of Parent (the “Merger”); (2) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the Merger (the “Merger-Related Compensation Proposal”); and (3) a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement ~~(the “Adjournment Proposal”)~~. ~~Subject to the satisfaction or waiver of the remaining closing conditions, the Merger is expected to close on December 10, 2019.~~

AsIn ofconnection ~~November~~with ~~12,~~the ~~2019,~~consummation of the ~~record~~Merger ~~date~~(defined ~~for~~below), ~~the~~on ~~Special~~December ~~Meeting~~10, 52019,~~507,193~~ ~~shares~~Astea ofInternational Inc. (“we,” “us,” “our” ~~common~~or ~~stock~~the ~~were~~“Company”) is repaying in full all outstanding ~~and~~amounts ~~entitled~~under toits ~~vote.~~Business 4Financing Agreement,~~717,515~~ ~~shares~~dated as of ~~common stock~~August ~~were~~11, ~~represented~~2017, inby ~~person~~and among the Company and/or byits ~~proxy~~applicable atsubsidiary, and Western Alliance Bank, (the ~~Special~~“Credit ~~Meeting~~Agreement”), ~~constituting~~and aterminating ~~quorum~~the Credit Agreement.

~~The~~Item ~~final~~2.01 ~~voting~~Completion ~~results~~of ~~for~~Acquisition ~~the~~or ~~proposals at~~Disposition ~~the Special Meeting, each~~ of ~~which is described in greater detail in the definitive proxy statement filed by the Company with the U~~Assets.~~S. Securities and Exchange Commission (the “SEC”) on November 14, 2019, are set forth below.~~

1On December 10, 2019, IFS Americas, Inc., ~~Proposal~~a toDelaware ~~approve~~corporation (“Parent”) completed its previously announced acquisition of the ~~Merger~~Company pursuant to the Agreement and Plan of Merger, dated October 7, 2019, entered into among the Company, Parent and IFS Amber, Inc., ~~The~~a ~~proposal~~Delaware tocorporation ~~approve~~and a wholly owned subsidiary of Parent (“Merger Sub”) (the “Merger Agreement”). ~~was~~Pursuant ~~approved~~to bythe Merger Agreement, Parent acquired the ~~affirmative~~Company ~~vote~~by means of ~~approximately~~a ~~99.71%~~merger of Merger Sub with and into the ~~shares~~Company ofon ~~our~~the ~~common~~terms ~~stock~~and ~~entitled~~subject to the ~~vote~~conditions atset forth in the ~~Special~~Merger ~~Meeting.~~Agreement, ~~The~~with ~~results~~the ofCompany continuing as the ~~vote~~surviving ~~were~~entity following the merger and as ~~follows:~~a wholly owned subsidiary of Parent (the “Merger”).

For		Against		Abstentions
4,703,695		370		13,450

At the effective time of the Merger (the “Effective Time”), each issued and 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, and (ii) shares held by Parent, Merger Sub or their respective Affiliates (as defined in the Merger Agreement), or by any Subsidiary of the Company) were cancelled and converted into the right to receive an amount in cash equal to $12.00 per share, without interest (the “Merger Consideration”) and subject to any required tax withholding. Parent also paid approximately $3.3 million of the Company’s transaction related expenses, including $175,000 in transaction bonuses.

2.At ~~Merger-Related~~the ~~Compensation~~Effective ~~Proposal.~~Time, ~~The~~each ~~non-binding~~option to purchase shares of Common Stock outstanding immediately prior to the Effective Time, ~~advisory~~regardless ~~Merger-Related~~of ~~Compensation~~whether ~~Proposal~~then vested or unvested, was ~~approved.~~cancelled ~~The~~and ~~results~~converted into the right to receive (without interest) an amount in cash equal to the product of (x) the ~~vote~~total ~~were~~number asof ~~follows:~~shares of Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such option, less applicable withholding taxes.

For		Against		Abstentions
3,784,655		919,203		13,657

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019.

3.The ~~Adjournment~~Merger ~~Proposal~~Agreement has been incorporated by reference as an exhibit to this report to provide investors with information regarding its terms. ~~Because~~It is not intended to provide any other factual information about the Company’s, ~~stockholders~~Parent ~~approved~~or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement, ~~the~~were ~~vote~~made ononly for purposes of the ~~proposal~~Merger toAgreement ~~adjourn~~and ~~the~~as ~~Special~~of ~~Meeting~~specific dates, ifwere ~~necessary~~solely orfor the ~~appropriate,~~benefit ~~including~~of the parties to ~~solicit~~the ~~additional~~Merger ~~proxies~~Agreement, ifmay ~~there~~be ~~are~~subject ~~insufficient~~to ~~votes~~limitations atagreed upon by the ~~time~~contracting ofparties, ~~the~~including being ~~Special~~qualified ~~Meeting~~by toconfidential ~~approve~~disclosures made for the ~~Merger~~purposes ~~Agreement~~of ~~was~~allocating ~~not~~contractual ~~called.~~risk

~~CAUTIONARY~~between ~~STATEMENT~~the ~~REGARDING~~parties ~~FORWARD~~to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-~~LOOKING~~party ~~STATEMENTS~~beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Certain~~Item statements in this communication regarding the proposed acquisition of the Company are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended3.01. ~~These~~Notice forward-looking statements may be identified by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of ~~similar~~Delisting ~~meaning and expression. Forward-looking statements can also be identified by the fact that they do not relate strictly to historical~~ or ~~current~~Failure ~~facts. Such forward-looking statements are based on current expectations that involve inherent risks, uncertainties and assumptions that may cause actual results~~ to ~~differ~~Satisfy ~~materially from expectations as of the date of this release. These risks include, but are not limited to: (1) the possibility that~~ a ~~transaction will~~Continued ~~not~~Listing beRule ~~consummated~~ or ~~delays in consummating the transaction~~Standard; ~~(2)~~Transfer ~~adverse effects on the market price~~ of the Company’s common stock and on the Company’s operating results because of a failure to complete the transaction; (3) negative effects relating to the announcement of the transaction or any further announcements relating to the transaction or the entrance into or consummation of the transaction on the market price of the Company’s stock; (4) unanticipated difficulties or expenditures relating to the transaction; (5) legal proceedings instituted against the Company and others in connection with the transaction; (6) disruptions of current plans and operations caused by the announcement and pendency of the transaction; (7) potential difficulties in employee retention as a result of the announcement and pendency of the transaction; (8) the response of customers, suppliers and competitors to the announcement of the transaction; (9) the ability to sustain brand strength; (10) the effect of changes in economic, political and social conditions in the markets where the Company operates; (11) changing customer preferences; and (12) the ability to develop and market new, innovative productsListing.

~~Where,~~In inconnection ~~any~~with ~~forward-looking~~the ~~statement,~~consummation ~~there is an expression~~ of anthe ~~expectation or belief as to future results or actions~~Merger, ~~there~~FINRA ~~can~~has beinformed nothe ~~assurance~~Company that the ~~statement~~Merger ~~of expectation or belief~~has ~~will~~been ~~result~~announced orto ~~be achieved or accomplished. Actual results may differ materially from our expectations, plans or projections. Forward-looking statements are only predictions~~ and ~~estimates,~~effected ~~which~~in ~~are~~the ~~inherently~~OTC ~~subject~~marketplace ~~to risks, trends~~ and ~~uncertainties, many of which are beyond~~ the Company’s ~~ability~~Common toStock ~~control~~will orno ~~predict~~longer ~~with accuracy and some of which might not even anticipate. There can~~ be no ~~assurance~~quoted ~~that~~on the ~~Company will achieve any stated expectations. Future events and actual results, financial and otherwise,~~OTCQB ~~may~~marketplace ~~differ~~of ~~materially from~~ the ~~results~~OTC ~~discussed~~Markets inGroup, ~~the forward-looking statements as a result of many factors~~Inc. ~~Other unknown or~~The ~~unpredictable factors could also have material adverse effects on future results, performance or achievements of the~~ Company. ~~Additional information~~intends ~~concerning~~to ~~these~~file ~~and~~a ~~other~~Form ~~risk~~15 ~~factors can be found in the Company’s filings~~ with the SEC ~~and~~to ~~available~~terminate ~~through~~ the ~~SEC’s~~registration ~~Electronic~~of ~~Data Gathering and Analysis Retrieval system at http://www.sec.gov, including~~ the Company’s ~~most recent~~Common ~~Annual~~Stock ~~Reports~~under onthe ~~Form 10-K, Quarterly~~Exchange ~~Reports on Form 10-Q~~ Act and ~~Current~~to ~~Reports~~suspend onthe ~~Form 8-K. The foregoing list of important factors is not exclusive. The~~ Company’s ~~forward-looking~~reporting ~~statements~~obligations ~~are~~under ~~based on assumptions that~~ the ~~Company~~Exchange ~~believes~~Act towith berespect ~~reasonable but that may not prove~~ to bethe ~~accurate. The~~ Company’s ~~assumes~~Common ~~no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law~~Stock. ~~Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.~~

~~SIGNATURES~~Item 3.03. Material Modification to Rights of Security Holders.

~~Pursuant~~The todisclosure ~~the~~set ~~requirements~~forth ~~of the~~in ~~Securities~~Items ~~Exchange~~2.01, ~~Act of 1934~~3.01, ~~the~~and ~~registrant~~5.03 ~~has~~is ~~duly~~incorporated herein ~~caused this report to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

	Astea International Inc.
December 9, 2019	By:	/s/ Rick Etskovitz
		Rick Etskovitz
		Chief Financial Officer

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became a wholly-owned subsidiary of Parent. The disclosure set forth in Item 2.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, (i) all of the members of the board of directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time and (ii) each of Zach Bergreen and Fredric (“Rick”) Etskovitz ceased to be officers of the Company at the Effective Time. The disclosure set forth in Item 2.01 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be as set forth in the form attached hereto as Exhibit 3.1. As of the Effective Time, the Bylaws of the Merger Sub that were in effect immediately before the Effective Time became the Bylaws of the Company, in the form attached hereto as Exhibit 3.2.

Item 8.01. Other Events.

On December 10, 2019 the Company and Parent issued a press release announcing the completion of the Merger. The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description of Exhibit

2.1	Agreement and Plan of Merger among Astea International Inc., IFS Americas, Inc., and IFS Amber, Inc., dated October 7, 2019, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019
3.1	Amended and Restated Certificate of Incorporation of Astea International Inc.
3.2	Bylaws of Astea International Inc.
99.1	Press Release, dated December 10, 2019, issued by Astea International Inc. and IFS Americas, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Astea International Inc.

December 10, 2019	By:	/s/ Rick Etskovitz
		Rick Etskovitz
		Chief Financial Officer

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