Selectica, Inc. (NASDAQ: SLTC) today announced the process for
completing the transfer of record ownership of shares of its common
stock (the "Exchange Shares”) issued to stockholders in connection with
the exchange of each previously outstanding right for one share of its
common stock (the "Exchange”). As previously announced, rights held by
Versata Enterprises, Inc., Trilogy, Inc. and certain related persons
(collectively, "Versata”), were cancelled December 19, 2008, pursuant to
the terms of the Selectica’s shareholder rights plan, as amended (the
"Rights Plan”). As a result, Versata became an "Acquiring Person” under
the Rights Plan and therefore is not eligible to receive Exchange
Shares. Also as previously disclosed, the Nasdaq halted trading in the
Selectica’s common stock on the NASDAQ Global Stock Market on January 5,
2009.
Selectica expects to complete the transfer of Exchange Shares and
expects that trading in its common stock will resume on The NASDAQ
Global Stock Market on or about February 4, 2009. The transfer will be
completed under the procedures developed by Selectica after discussions
with, among others, Wells Fargo Shareowner Services ("WFSS”),
Selectica’s exchange agent, Depository Trust Company ("DTC”), the
depository for stock owned by beneficial owners through brokers,
trustees and other nominees that participate in DTC, and Wilmington
Trust Company ("WTC”), the trustee appointed by Selectica to facilitate
the transfer of Exchange Shares as described below. The transfer
procedures are designed to verify the identity of stockholders and
ensure that Exchange Shares are not transferred to an Acquiring Person.
Selectica will use different verification procedures for stockholders
who hold shares of Selectica in "street name” through a brokerage
account, nominee, or trustee that participates in the DTC system
(approximately 97.5% of Selectica’s outstanding stock), and for
stockholders that hold shares outside of the DTC system. Selectica
common stock held outside the DTC system is registered directly in a
stockholder’s name with WFSS. Selectica expects that the distribution
verification procedures outlined below will be completed by February 3,
2009, and Exchange Shares issued to all stockholders and WTC on February
4, 2009.
Procedures for DTC holders
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1.
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On January 27, 2009, DTC will electronically notify its
participating brokers, who held shares of Selectica common stock at
the close of business on January 8, 2009, about the confirmation
process.
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2.
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These DTC participating brokers will be asked to electronically
confirm by February 3, 2009, the number of shares of common stock
they hold on behalf of clients that are not Acquiring Persons.
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3.
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On February 4, 2009, WFSS expects to credit Exchange Shares to the
accounts of DTC participating brokers that have submitted the
electronic confirmation that they do not hold shares on behalf of an
Acquiring Person by February 3, 2009.
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4.
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On February 4, 2009, WFSS expects to transfer Exchange Shares that
have not been credited to the accounts of DTC participating brokers,
to WTC, as trustee, pending receipt of the required certification by
the DTC participating brokers. Selectica expects to disclose
instructions for transferring record ownership of those Exchange
Shares from the trust to beneficial owners before February 4, 2009.
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Procedures for non-DTC holders
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1.
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Beginning January 28, 2009, stockholders who are directly registered
with WFSS will be asked to certify that they are not an Acquiring
Person, unless Selectica is able to determine that they are in fact
not an Acquiring Person.
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2.
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On February 4, 2009, WFSS expects to credit Exchange Shares to the
accounts of those directly registered stockholders that have been
identified by Selectica as not being an Acquiring Person.
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3.
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On February 4, 2009, WFSS expects to transfer Exchange Shares that
have not been credited to the accounts of registered holders, to
WTC, as trustee, pending receipt of the required certification by
Selectica. Instructions for transferring record ownership of those
Exchange Shares from the trust to beneficial owners will be
disclosed in the future.
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Additional assistance is available to Selectica stockholders and their
brokers or nominees in completing the transfer of record ownership of
the Exchange Shares. The contacts include:
For DTC participants:
Paul Sorezza, DTC, 212-855-1000, psorezza@DTCc.com
For stockholders, brokers and nominees:
Scott Wilson, Selectica, 415-785-7945, IR@selectica.com,
or
Pamela Herlich, Wells Fargo Shareowner Services, 800-401-1957, Pamela.E.Herlich@wellsfargo.com,
or
Patricia Evans, Wilmington Trust Company, 800-523-2378, pevans@wilmingtontrust.com
As previously disclosed, based on its most recently available
information, Selectica had approximately 28.7 million shares of common
stock outstanding before the Exchange, including approximately 1.9
million shares beneficially owned by Versata. Following the Exchange,
Selectica has approximately 55.5 million shares of common stock
outstanding.
The dates set forth above represent Selectica’s expected timeline for
completing the transfer process and are subject to change. There can be
no assurance that the transfer of record ownership of the Exchange
Shares will be completed within the expected timeframe set forth above
or that trading will resume on February 4, 2009.
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.