Selectica, Inc. (Nasdaq:SLTC) today announced that it has filed a
lawsuit against Versata Enterprises, Inc. and Trilogy, Inc. in the
Delaware Court of Chancery seeking a determination as to the validity of
the terms of its shareholder rights plan, as amended on November 17,
2008. Selectica filed the lawsuit in response to defendants’ statements
questioning the validity of the amended rights plan as well as recent
trading volumes raising issues as to whether the rights plan has been
triggered. The company has also asked the Court to expedite the
proceedings.
As previously disclosed, the amended rights plan has a 4.99% beneficial
ownership trigger, subject to a grandfather clause, in order to help
protect the value of the company’s net operating loss carryforwards
while continuing to provide customary protections against abusive
takeover tactics.
Separately, on December 22, 2008 the defendants filed an amended
Schedule 13D with the SEC indicating that they have acquired an
additional 154,061 shares, or more than 0.5%, of Selectica’s outstanding
common stock subsequent to the effective date of the amendment to the
shareholder rights plan and now hold 1,913,072 shares. As a result, the
rights will detach and trade separately, and become exercisable in
accordance with the terms of the plan, ten business days after December
19, 2008, unless Selectica exercises certain rights under the plan which
include creating an exemption for the acquisition or exchanging the
rights for common stock.
About Selectica, Inc.
Selectica (Nasdaq:SLTC) provides its customers with software solutions
that automate the complexities of enterprise contract management and
sales configuration lifecycles. The company's high-performance solutions
underlie and unify critical business functions including sourcing,
procurement, governance, sales and revenue recognition. Selectica has
been providing innovative, enterprise-class solutions for the world's
largest companies for over 10 years and has generated substantial
savings for its customers. Selectica customers represent leaders in
manufacturing, technology, retail, healthcare and telecommunications,
including: ABB, Ace Hardware, Bell Canada, Cisco, Covad Communications,
General Electric, Hitachi, International Paper, Juniper Networks, Levi
Strauss & Co., Rockwell Automation, Tellabs, and 7-Eleven. Selectica is
headquartered in San Jose, CA. For more information, visit the company's
Web site at www.selectica.com.
"Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements in this release and elsewhere by Selectica are
forward-looking statements within the meaning of the federal securities
laws and the Private Securities Litigation Reform Act of 1995. Such
information includes, without limitation, business outlook, assessment
of market conditions, anticipated financial and operating results,
strategies, future plans, contingencies and contemplated transactions of
the Company. Such forward-looking statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors which may cause or contribute to actual
results of Company operations, or the performance or achievements of the
Company or industry results, to differ materially from those expressed,
or implied by the forward-looking statements. In addition to any such
risks, uncertainties and other factors discussed elsewhere herein,
risks, uncertainties and other factors that could cause or contribute to
actual results differing materially from those expressed or implied for
the forward-looking statements include, but are not limited to
fluctuations in demand for Selectica's products and services; changes to
economic growth in the U.S. economy; government policies and
regulations, including, but not limited to those affecting the Company's
industry; and risks related to the Company's past stock granting
policies and related restatement of financial statements. Selectica
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise. Additional risk factors concerning the Company can be found
in the Company's most recent Form 10-KSB, and other reports filed by the
Company with the Securities and Exchange Commission.