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): October 2, 2012
SELECTICA, INC.
(Exact name of Company as specified in Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-29637
(Commission File No.)
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77-0432030
(IRS Employee Identification No.)
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2121 South El Camino Real
San Mateo, California 94403
(Address of Principal Executive Offices)
(408) 570-9700
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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Item 8.01.
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Other Events.
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On October 2, 2012, Selectica, Inc. (the “Company”) announced that it had previously received indications of interest to purchase additional shares of the Company’s common stock (the “Common Stock”) pursuant to its open purchase period previously announced by the Company on December 7, 2011 and described on the Company’s Current Report on Form 8-K filed December 8, 2011 where three of the Company’s stockholders have indicated an interest in increasing their beneficial ownership without becoming “Acquiring Persons” within the meaning of the Amended and Restated Rights Agreement between the Company and Wells Fargo Bank, N.A., as Rights Agent, dated January 2, 2009, as amended (the “Rights Agreement”). An independent committee (the “Independent Committee”) of the Company’s Board of Directors determined that such increases in beneficial ownership would not jeopardize the value of the Company’s net operating loss carry forwards, treat all stockholders fairly and equitably and maximize stockholder value. As a result, the Independent Committee has granted an exemption under the Rights Agreement to the three stockholders such that each may acquire beneficial ownership of certain amounts of additional shares requested.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 2, 2012
| SELECTICA, INC.
By: /s/ Todd Spartz
Name: Todd Spartz
Title: Chief Financial Officer
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