Selectica shareholders Versata, Trilogy want poison pill revoked, file counterclaim

By Lisa Kerner

Charlotte, N.C., Jan. 22 - Selectica, Inc. investors Versata Enterprises, Inc. and Trilogy, Inc. filed a counterclaim against the company in the Court of Chancery of the State of Delaware.

The investors, with a 6.7% ownership interest, claim Selectica's board of directors breached its fiduciary duties and interfered with "prospective advantageous business relationships," citing the company's Jan. 2 amended and restated rights agreement.

Versata and Trilogy want the court to dismiss Selectica's lawsuit and order the company to rescind its poison pill, it was reported in a schedule 13D/A filed with the Securities and Exchange Commission.

Named in the suit were board members James Arnold, Alan B. Howe, Lloyd Sems, Jim Thanos and Brenda Zawatski, the filing said.

In December, Versata bought 154,061 shares of the company's stock, prompting the San Jose, Calif., internet software development company to file its initial complaint seeking a declaratory judgment as to the validity of its previously announced rights agreement.

Selectica lowered the beneficial ownership percentage of the rights plan to 4.99% from 15%, a prior SEC filing said.

It was previously reported that Versata had proposed acquiring some or all of Selectica's assets.

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