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): ~~November~~December 129, 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) x☐ 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 ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~5.~~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~~07.~~405~~ ofSubmission ~~this chapter) or Rule 12b-2~~ of ~~the~~Matters ~~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) Vote of ~~the~~Security ~~Exchange Act~~Holders. ☐

~~Item~~A 3special meeting (the “Special Meeting”) of the stockholders of Astea International Inc.03 (“we,” “us,” “our” or the “Company”) was held at 11:00 a.m., ~~Material~~Eastern ~~Modifications~~Time, on December 9, 2019, to consider and vote upon (1) a proposal to adopt the Agreement and Plan of ~~Rights~~Merger, dated October 7, 2019 (the “Merger Agreement”), among Astea International Inc., a Delaware corporation (“Astea” or the “Company”), IFS Americas, Inc., a Delaware corporation (“Parent”), and IFS Amber, Inc., a Delaware corporation and a wholly owned subsidiary of ~~Security~~Parent (“Merger ~~Holders~~Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming a wholly owned 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.

~~The~~As ~~information~~of ~~provided~~November in12, ~~Item~~2019, ~~8.01~~the ~~hereto~~record ~~under~~date for the ~~heading~~Special ~~“Conversion~~ Meeting, 5,507,193 shares of ~~Preferred~~our ~~Stock”~~common isstock ~~incorporated~~were outstanding and entitled to vote. 4,717,515 shares of common stock were represented in person or by ~~reference~~proxy ~~into~~at ~~this~~the ~~Item~~Special 3Meeting, constituting a quorum.~~03.~~

~~Item~~The 8final voting results for the proposals at the Special Meeting, each of which is described in greater detail in the definitive proxy statement filed by the Company with the U.01S. ~~Other~~Securities ~~Events~~and Exchange Commission (the “SEC”) on November 14, 2019, are set forth below.

~~Conversion~~1. Proposal to approve the Merger Agreement. The proposal to approve the Merger Agreement was approved by the affirmative vote of ~~Preferred~~approximately ~~Stock~~99.71% of the shares of our common stock entitled to vote at the Special Meeting. The results of the vote were as follows:

Effective November 12, 2019, Zack Bergreen, the Chairman and Chief Executive Officer of Astea International Inc. (the “Company”), converted to common stock, par value $0.01 per share of the Company (“Common Stock”), all of the 826,446 outstanding shares of the Series A Convertible Preferred Stock, par value $0.01 per share, and all of the 797,448 outstanding shares of the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company that he held as of such date (the “Convertible Preferred Stock”). The Convertible Preferred Stock was convertible on a 1 for 1 basis, resulting in the issuance of 1,623,894 shares of Common Stock to Mr. Bergreen. Following the conversion, Mr. Bergreen beneficially owns 2,992,287 shares of Common Stock, or approximately 54.3% of the outstanding Common Stock. As described in the Company’s Current Report on Form 8-K filed on October 8, 2019, conversion of the Convertible Preferred Stock was required by the Voting Agreement among IFS Americas, Inc., a Delaware corporation (“Parent”), Mr. Bergreen and the limited partnership that he controls, in connection with the Agreement and Plan of Merger dated October 7, 2019 (the “Merger Agreement”) among the Company, Parent and a subsidiary of Parent.

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

~~Date,~~2. ~~Time~~Merger-Related Compensation Proposal. The non-binding, ~~Location~~advisory ~~and~~Merger-Related ~~Record~~Compensation ~~Date~~Proposal ofwas ~~Special~~approved. ~~Meeting~~The results of ~~Stockholders~~the vote were as follows:

The Company’s Board of Directors has fixed the date, time, location and record date for the special meeting of the stockholders of the Company to consider and vote upon the adoption of the Merger Agreement, which provides for the merger of IFS Amber, Inc., subsidiary of Parent, with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The Board of Directors determined that the special meeting of the Company’s stockholders will be held on Monday, December 9, 2019 at 11:00 a.m. (local time), at the Company’s headquarters at 240 Gibraltar Road, Horsham, Pennsylvania 19044. The Board of Directors also established the close of business on November 12, 2019 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournment or postponement thereof.

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

~~ADDITIONAL~~3. ~~INFORMATION~~Adjournment Proposal. Because the Company’s stockholders approved the Merger Agreement, the vote on the 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 was not called.

~~This~~CAUTIONARY communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of Astea International Inc. (the “Company”) by IFS Americas, Inc. In connection with the transaction, the Company will file relevant materials with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT ~~AND~~REGARDING ~~OTHER~~FORWARD-LOOKING ~~RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.~~STATEMENTS

~~ABOUT~~Certain ~~THE~~statements ~~COMPANY~~in ~~AND~~this ~~THE~~communication ~~TRANSACTION.~~regarding ~~Any~~the ~~definitive~~proposed acquisition ~~proxy~~of ~~statement(s)~~the Company are “forward-looking” statements made within the meaning of Section 27A of the Securities ~~(when~~Act ~~available)~~of ~~will~~1933, beas ~~mailed~~amended, toand ~~stockholders~~Section 21E of the ~~Company~~Securities Exchange Act of 1934, as amended. ~~The~~These ~~Company’s~~forward-looking ~~investors~~statements may be identified by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and ~~security~~other ~~holders~~words ~~will~~and terms of similar meaning and expression. Forward-looking statements can also be ~~able~~identified by the fact that they do not relate strictly to ~~obtain~~historical aor ~~free~~current ~~copy~~facts. Such forward-looking statements are based on current expectations that involve inherent risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of ~~these~~the ~~documents~~date ~~(when~~of ~~available~~this release. These risks include, but are not limited to: (1) ~~and~~the ~~other~~possibility ~~documents~~that ~~filed~~a ~~with~~transaction will not be consummated or delays in consummating the ~~SEC~~transaction; by(2) adverse effects on the ~~Company~~market atprice of the ~~SEC~~Company’s ~~website~~common atstock ~~http://www.sec.gov.~~and Inon ~~addition,~~the ~~investors~~Company’s ~~will~~operating beresults ~~able~~because of a failure to ~~obtain,~~complete ~~without~~the ~~charge,~~transaction; a(3) ~~copy~~negative effects relating to the announcement of the ~~proxy~~transaction ~~statement~~or ~~and~~any further announcements relating to the transaction or the entrance into or ~~other~~consummation ~~relevant~~of ~~documents~~the ~~(when~~transaction ~~available)~~on atthe market price of the Company’s ~~internet~~stock; ~~website~~(4) atunanticipated ~~https://astea.com/about-us/investor-relations/~~ difficulties or byexpenditures relating ~~contacting~~to the transaction; (5) legal proceedings instituted against the Company’s ~~Investor~~and ~~Relations~~others byin ~~email~~connection atwith ~~mkreps@darrowir.com~~the ortransaction; (6) disruptions of current plans and operations caused by ~~telephone~~the atannouncement and pendency of the transaction; (~~214~~7) ~~597-8200~~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 products.

~~PARTICIPANTS~~Where, INin ~~THE~~any ~~SOLICITATION~~forward-looking statement, there is an expression of an expectation or belief as to future results or actions, there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Actual results may differ materially from our expectations, plans or projections. Forward-looking statements are only predictions and estimates, which are inherently subject to risks, trends and uncertainties, many of which are beyond the Company’s ability to control or predict with accuracy and some of which might not even anticipate. There can be no assurance that the Company will achieve any stated expectations. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of many factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the Company. Additional information concerning these and other risk factors can be found in the Company’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including the Company’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. The Company assumes 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. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

The Company and its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information about the Company’s officers and directors and their ownership of shares of the Company’s common stock is set forth in the preliminary proxy statement for the special meeting, which was filed with the SEC on October 25, 2019, and in other documents filed with the SEC by the Company and its officers and directors. These documents can be obtained free of charge from the sources indicated above. Investors may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary proxy statement mentioned above and, when they become available, the definitive proxy statements and other relevant documents regarding the transaction.SIGNATURES

~~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.

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 9, 2019	By:	/s/ Rick Etskovitz
		Rick Etskovitz
		Chief Financial Officer

	Astea International Inc.
November 12, 2019	By:	/s/ Rick Etskovitz
		Rick Etskovitz
		Chief Financial Officer

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