Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 15, 2012, Thomas J. Reilly, Jr., a long time member of the Board of Directors of Astea International Inc. (the "Company"), passed away. Mr. Reilly served as an "Independent Director" as defined in Listing Rule 5605(a)(2) of The NASDAQ Stock Market and additionally served as the Chairman of the Audit Committee. Listing Rule 5605(b)(1) of The NASDAQ Stock Market requires that a majority of the board of directors of each listed company must be comprised of Independent Directors. In addition, Listing Rule 5605(c)(2)(A) of The NASDAQ Stock Market requires that each listed company must have an audit committee of at least three members, each of whom, among other requirements, must be an Independent Director and meet the criteria for independence set forth in Rule 10A-3(b) under the Securities Exchange Act of 1934, as amended. The Board currently consists of four members, two of whom are independent. The Audit Committee currently consists of two members, both of whom are independent. On October 5, 2012, the Company received a notice from The NASDAQ Stock Market acknowledging that the Company no longer complies with the minimum size audit committee requirements as set forth in Listing Rule 5605(c)(2)(A) and the requirement that a majority of the board of directors of each listed company must be comprised of Independent Directors, as set forth in Listing Rule 5605(b)(1). The letter also confirmed the Company's opportunity to regain compliance within the cure periods provided in Listing Rules 5605(b)(1)(A) and 5605(c)(4).

The Company has begun a search for a new director, and intends to meet the Independent Director requirement and fill the vacancy on the Audit Committee within the cure period provided for in Listing Rules 5605(b)(1)(A) and 5605(c)(4) of The NASDAQ Stock Market. The cure period is the earlier of the Company's next annual shareholders' meeting or September 15, 2013, provided however that in the event that the next annual shareholders' meeting is held before March 14, 2013, then the cure period shall run until March 14, 2013.

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