<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INTRAWARE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
-----------------------------------------------------------------------
(5) Total fee paid:
N/A
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
-----------------------------------------------------------------------
(3) Filing Party:
N/A
-----------------------------------------------------------------------
(4) Date Filed:
N/A
-----------------------------------------------------------------------
<PAGE>
INTRAWARE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, AUGUST 13, 1999
AT 10:00 A.M.
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
Intraware, Inc., a Delaware corporation (the "Company"), will be held on Friday,
August 13, 1999 at 10:00 a.m., local time, at the Lafayette Park Hotel, 3287 Mt.
Diablo Boulevard, Lafayette, California 94549, for the following purposes:
1. To elect two (2) Class I directors to serve for a term of three years
and until their successors are duly elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors of the Company for the fiscal year ending February 29, 2000; and
3. To transact such other business as may properly come before the meeting
or at any and all continuation(s) or adjournment(s) thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on June 14, 1999 are
entitled to receive notice of, to attend and to vote at the meeting and any
adjournment thereof.
All stockholders are cordially invited to attend the meeting in person. Any
stockholder attending the meeting may vote in person even if such stockholder
returned a proxy.
FOR THE BOARD OF DIRECTORS
/s/ PETER H. JACKSON
Peter H. Jackson
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
Orinda, California
July 14, 1999
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED
IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Intraware, Inc. (the "Company") for use at the Company's 1999 Annual Meeting of
Stockholders (the "Annual Meeting") to be held Friday, August 13, 1999, at 10:00
a.m., local time, or at any and all continuation(s) or adjournment(s) thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting will be held at the Lafayette Park
Hotel, 3287 Mt. Diablo Boulevard, Lafayette, California 94549. The telephone
number at that location is (925) 283-3700. The Company's headquarters are
located at 25 Orinda Way, Orinda, California 94563 and the telephone number is
(925) 253-4500.
These proxy solicitation materials were mailed on or about July 14, 1999 to
all stockholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
PURPOSES OF THE ANNUAL MEETING
The purposes of the Annual Meeting are: (i) to elect two (2) Class I
directors to serve for a term of three (3) years and until their successors are
duly elected and qualified; (ii) to ratify the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company for the fiscal
year ending February 29, 2000; and (iii) to transact such other business as may
properly come before the meeting or at any and all continuation(s) or
adjournment(s) thereof.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on June 14, 1999 (the
"Record Date") are entitled to notice of, and to vote at the Annual Meeting. At
the Record Date, 24,071,796 shares of the Company's Common Stock were issued and
outstanding. For information regarding security ownership by management and 5%
stockholders, see "OTHER INFORMATION--Security Ownership of Certain Beneficial
Owners and Management." The closing price of the Company's Common Stock on The
Nasdaq Stock Market on the last trading day immediately prior to the Record Date
was $20.00 per share.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the Annual Meeting and voting in person. Attending the
Annual Meeting in and of itself will not constitute a revocation of proxy.
VOTING AND SOLICITATION
Each share of Common Stock outstanding on the Record Date will be entitled
to one (1) vote on all matters. The two (2) candidates for election as directors
at the Annual Meeting who receive a plurality of the shares of the Company's
outstanding Common Stock present or represented at the Annual Meeting will be
elected. The ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the fiscal year ending February 29, 2000, will require
the affirmative vote of a majority of the shares of the Company's outstanding
Common Stock present or represented at the Annual Meeting.
Shares of Common Stock represented by properly executed proxies will, unless
such proxies have been previously revoked, be voted in accordance with the
instructions indicated thereon. In the absence
<PAGE>
of specific instructions to the contrary, properly executed proxies will be
voted: (i) FOR the election of each of the Company's nominees as a director; and
(ii) FOR ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the fiscal year ending February 29, 2000. No business
other than that set forth in the accompanying Notice of Annual Meeting of
Stockholders is expected to come before the Annual Meeting. Should any other
matter requiring a vote of stockholders properly arise, the persons named in the
enclosed form of proxy will vote such proxy as the Board of Directors may
recommend.
The cost of this solicitation will be borne by the Company. The Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners. Proxies may also be solicited by certain of the Company's directors,
officers and regular employees, without additional compensation other than
reimbursement of expenses, personally or by telephone, telegram or letter.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock outstanding on the Record Date. Shares
that are voted "FOR" or "AGAINST" a matter are treated as being present at the
Annual Meeting for purposes of establishing a quorum and are also treated as
shares "represented and voting" at the Annual Meeting (the "Votes Cast") with
respect to such matter.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker non-vote are counted as present and entitled to vote and are,
therefore, included for purposes of determining whether a quorum of shares is
present at a meeting; however, such votes are not deemed to be Votes Cast. As a
result, abstentions and broker non-votes are not included in the tabulation of
the voting results on the election of directors or issues requiring approval of
a majority of the Votes Cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker non-vote occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of the Company's stockholders that are intended to be presented by
such stockholders at the Company's 2000 Annual Meeting of Stockholders (the
"2000 Annual Meeting") must be received by the Company at its principal
executive offices, no later than March 16, 2000 in order to be considered for
possible inclusion in the Proxy Statement and form of Proxy relating to the 2000
Annual Meeting.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS
Intraware's Board of Directors is currently comprised of seven members,
divided into three classes with overlapping three year terms. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of an equal number of directors. Unless otherwise instructed, the
proxy holders will vote the proxies received by them for the Company's two (2)
nominees named below, all of whom are currently directors of the Company. In the
event that any nominee of the Company is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will ensure the election of as many of the nominees listed below as
possible. The term of office of each person elected as a director will continue
until the next Annual Meeting of Stockholders or until his successor has been
duly elected and qualified or until his earlier death, resignation or removal.
It is not expected that any nominee will be unable or will decline to serve as a
director.
NOMINEES FOR CLASS I DIRECTORS
Two Class I directors are to be elected at the Annual Meeting for a
three-year term ending in 2002. The Board of Directors has nominated CHARLES G.
DAVIS and MARY ANN BYRNES for re-election as Class I directors. Unless otherwise
instructed, the persons named in the enclosed proxy intend to vote proxies
received by them for the re-election of Mr. Davis and Ms. Byrnes. Intraware
expects that Mr. Davis and Ms. Byrnes will accept such nomination. In the event
that either Mr. Davis or Ms. Byrnes is unable or declines to serve as a director
at the time of the Annual Meeting, proxies will be voted for a substitute
nominee or nominees designated by the present Board of Directors. The term of
office of the persons elected as directors will continue until such director's
term expires in 2002 or until such director's successor has been elected and
qualified.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF
THE NOMINEES LISTED ABOVE.
INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS
Set forth below is certain information as of the Record Date regarding the
nominees for Class I directors and each other director of Intraware whose term
of office continues after the Annual Meeting.
3
<PAGE>
NOMINEES FOR CLASS I DIRECTORS FOR A TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- -------------------------------------
<S> <C> <C>
Charles G. Davis, Jr................ 65 Director
Mary Ann Byrnes..................... 42 Director
</TABLE>
CHARLES G. DAVIS, JR. has served as Vice Chairman of the Board of Directors
of Intraware since September 1996. Since 1992 Mr. Davis has served as President
and Chief Executive Officer of the Montclair Group, an advisory group
specializing in energy and technology companies. Mr. Davis received a B.S. in
Geology from Stanford University. Mr. Davis serves on the board of directors of
several privately held companies.
MARY ANN BYRNES has served as a Director of Intraware since January 1998.
Ms. Byrnes founded Corsair Communications, a provider of system solutions for
the wireless industry, in December 1994, and has served as its President and
Chief Executive Officer since its inception. From June 1987 to November 1994,
Ms. Byrnes served as Vice President of Sales and Marketing and Vice President of
Operations for Cellular One, a regional mobile phone and communications company.
Ms. Byrnes holds an M.B.A. from Harvard Business School and a B.A. in Economics
from Wellesley College. Ms. Byrnes serves on the board of directors of Corsair
Communications.
INCUMBENT CLASS II DIRECTORS WHOSE TERM EXPIRES IN 2000
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- -------------------------------------
<S> <C> <C>
Laurence M. Baer................. 42 Director
John V. Balen.................... 38 Director
Ronald E. F. Codd................ 43 Director
</TABLE>
LAURENCE M. BAER has served as a Director of Intraware since January 1998.
Mr. Baer has served as the Executive Vice President and Chief Operating Officer
of the San Francisco Giants professional baseball team since December 1992. Mr.
Baer holds an M.B.A. from Harvard University and an A.B. in Political Science
from the University of California, Berkeley.
JOHN V. BALEN has served as a Director of Intraware since April 1998. Since
September 1995 Mr. Balen has served as a Principal at Canaan Partners, a
nationally focused, private venture capital firm. From June 1985 to June 1995,
Mr. Balen served as an Associate and a Managing Director of Horsley Bridge
Partners, a private equity investment management firm. Mr. Balen has an M.B.A.
and a B.S. in Electrical Engineering from Cornell University. Mr. Balen serves
on the board of directors of several privately held companies.
RONALD E. F. CODD has served as a Director of Intraware since January 1999.
Mr. Codd has served as the President and Chief Executive Officer of Momentum
Business Applications, Inc., a public company engaged in software application
development activities, since January 1999. Prior to that, Mr. Codd served as
Senior Vice President of Finance and Administration of PeopleSoft, Inc., a
developer and marketer of enterprise application software, from 1994 until
December 1998 and as Vice President and Chief Financial Officer from September
1991 to 1994. Mr. Codd holds a Masters Degree
4
<PAGE>
in Management from the J.L. Kellogg Graduate School of Management at
Northwestern University and a B.S. in Business from the University of
California, Berkeley.
INCUMBENT CLASS III DIRECTORS WHOSE TERM EXPIRES IN 2001
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- ------------------------------------------------
<S> <C> <C>
Peter H. Jackson................. 41 Founder, President, Chief Executive Officer and
Director
Mark B. Hoffman.................. 52 Director, Chairman of the Board
</TABLE>
PETER H. JACKSON co-founded Intraware in August 1996 and has served as
President and Chief Executive Officer since its inception. From May 1996 to
August 1996, Mr. Jackson served as a Vice President of Vanstar Corporation, a
computer hardware and services company. From May 1994 to May 1996, Mr. Jackson
served as President and COO of Dataflex Corporation, a value-added reseller of
computer hardware and services. From January 1986 to May 1994, Mr. Jackson
served as Founder and President of Granite Computer Products, Inc., a corporate
computer hardware reseller and services provider. Mr. Jackson holds an A.B. in
History from the University of California, Berkeley. Mr. Jackson currently
serves as a director of ONSALE, Inc., a public Internet company.
MARK B. HOFFMAN has served as Chairman of the Board of Directors of
Intraware since August 1996. Since September 1996, Mr. Hoffman has served as
President of Commerce One, an e-commerce procurement and supplier-management
solutions company. In 1984, Mr. Hoffman co-founded Sybase, Inc., a database
software company, and served as President until July 1996. Mr. Hoffman holds an
M.B.A. from the University of Arizona and a B.S. in Engineering from the U.S.
Military Academy. Mr. Hoffman serves on the board of directors of several
privately held companies.
CLASSIFIED BOARD
Intraware's Certificate of Incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of Intraware's Board of Directors will
be elected each year. To implement the classified structure, two of the nominees
to the Board have been elected to one-year terms, two elected to two-year terms
and three have been elected to three-year terms. Thereafter, directors will be
elected for three-year terms. Charles G. Davis and Mary Ann Byrnes have been
designated Class I directors whose term expires at this annual meeting of
stockholders. John Balen, Laurence Baer and Ronald Codd have been designated
Class II directors whose term expires at the 2000 Annual Meeting of
Stockholders. Peter Jackson and Mark Hoffman have been designated Class III
directors whose term expires at the 2001 Annual Meeting of Stockholders.
Executive officers are appointed by the Board of Directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of the directors, officers or key
employees of Intraware.
REQUIRED VOTE
The two (2) nominees receiving the highest number of affirmative votes of
the shares present or represented and entitled to be voted for them shall be
elected as directors. Votes withheld from any
5
<PAGE>
director are counted for purposes of determining the presence or absence of a
quorum for the transaction of business, but have no other legal effect in the
election of directors under Delaware law.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six (6) meetings
during the year ended February 28, 1999 (the "Last Fiscal Year"). With the
exception of Ms. Byrnes, all incumbent directors who served as a director during
the Last Fiscal Year attended no less than 75% of the aggregate of all meetings
of the Board of Directors and any committees of the Board on which he served, if
any, during the Last Fiscal Year. Ms. Byrnes attended three of the six meetings
held during the Last Fiscal Year. The Board of Directors has an Audit Committee
and a Compensation Committee, but does not have a nominating committee or a
committee performing the functions of a nominating committee.
Intraware established the Audit Committee in December 1998. The Audit
Committee of the Board of Directors currently consists of Messrs. Balin, Codd
and Davis. During the three months in which the Audit Committee was in existence
in the Last Fiscal Year, the Audit Committee held no meetings. The Audit
Committee reviews the internal accounting procedures of Intraware and consults
with and reviews the services provided by Intraware's independent accountants.
Intraware established the Compensation Committee in December 1998. The
Compensation Committee of the Board of Directors currently consists of Mr.
Hoffman and Ms. Byrnes. During the three month period in which the Compensation
Committee was in existence in the Last Fiscal Year, the Compensation Committee
held no meetings. The Compensation Committee reviews and recommends to the Board
of Directors the compensation and benefits of employees of Intraware.
DIRECTOR COMPENSATION
Directors do not currently receive any cash compensation from Intraware for
their service as members of the Board of Directors. Under Intraware's 1996 Stock
Option Plan, directors are eligible to receive stock option grants at the
discretion of the Board of Directors or other administrator or the plan.
Currently, the Board of Directors provides option grants to each director
upon their appointment to the board and upon each anniversary of service
thereafter. During 1997 and 1998, the Board granted options to purchase an
aggregate of 40,000 shares to each of Messrs. Davis and Hoffman. During 1998,
the Board granted options to purchase an aggregate of 30,000 shares to each of
Mr. Baer and Ms. Byrnes in connection with their appointment to Intraware's
Board of Directors. In January 1999, the Board granted options to purchase an
aggregate of 30,000 shares to Mr. Codd.
6
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP, independent
auditors, to audit the consolidated financial statements of the Company for the
fiscal year ending February 29, 2000 and seeks ratification of such appointment.
In the event of a negative vote on such ratification, the Board of Directors
will reconsider its appointment.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the Votes Cast is
required to ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending February 29, 2000.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING FEBRUARY 29, 2000.
OTHER INFORMATION
EXECUTIVE OFFICERS
In addition to Mr. Jackson, the following persons were executive officers of
the Company as of the Record Date:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- ---------------------------------------------------------------------
<S> <C> <C>
Paul A. Martinelli.................. 34 Founder, Senior Vice President and Chief Technology Officer
Donald M. Freed..................... 48 Founder, Executive Vice President and Chief Financial Officer
Terence J. Healey................... 34 Senior Vice President of Marketing
Norman A. Pensky.................... 49 Vice President of Sales
Cynthia H. Mascheroni............... 38 Vice President of Business Development
Anita A. Youmans-Trone.............. 49 Vice President of Finance
Manfred J. Krikke................... 30 Vice President of Intraware International
James A. Brentano................... 40 Vice President of Knowledge Services
David L. Dunlap..................... 32 Vice President of Operations
Frost R. R. Prioleau................ 38 Vice President of SUBSCRIBNET
Mark Long........................... 32 Vice President of Strategic Development
Catherine Keim...................... 29 Vice President of INTRAWARE.SHOP
</TABLE>
7
<PAGE>
PAUL A. MARTINELLI co-founded Intraware in August 1996 and has served as
Senior Vice President and Chief Technology Officer since its inception. From May
1994 to May 1996, Mr. Martinelli served as Vice President of Information Systems
for Dataflex Corporation, a value-added reseller of computer hardware and
services. From February 1991 to May 1994, Mr. Martinelli served as Director of
Information Systems for Granite Computer Products, Inc., a corporate computer
hardware reseller and services provider. Mr. Martinelli holds a B.A. in Computer
Science from the University of California, San Diego.
DONALD M. FREED co-founded Intraware in August 1996 and has served as
Executive Vice President and Chief Financial Officer since its inception. From
May 1996 to August 1996, Mr. Freed served as a business development director for
Vanstar Corporation, a computer hardware and services company. From May 1994 to
May 1996, Mr. Freed served as Senior Vice President of Business Development for
Dataflex Corporation, a value-added reseller of computer hardware and services.
From May 1989 to May 1994, Mr. Freed served as CFO of Granite Computer Products,
Inc., a corporate computer hardware reseller and services provider. Mr. Freed is
a certified public accountant and holds a B.S. in Accounting and a B.A. in
Journalism from San Francisco State University.
TERENCE J. HEALEY has served as Senior Vice President of Marketing of
Intraware since its inception in August 1996. From May 1994 to August 1996, Mr.
Healey served as Regional Vice President of Marketing, and later National Vice
President of Marketing for Dataflex Corporation, a value-added reseller of
computer hardware and services. From August 1990 to May 1994, Mr. Healey served
successively as a product manager, marketing manager and Director of Marketing
for Granite Computer Products, Inc., a corporate computer hardware reseller and
services provider. Mr. Healey holds a B.A. in Political Science from the
University of California, Berkeley.
NORMAN A. PENSKY joined Intraware as Vice President of Sales in December
1996. From July 1991 to November 1996, Mr. Pensky served as Senior Director of
Strategic Accounts for Macromedia, Inc., an Internet publishing company. Mr.
Pensky holds an M.B.A. from Golden Gate University and a B.S. in Business from
the University of Southern California.
CYNTHIA H. MASCHERONI joined Intraware as Director of Marketing in February
1997 and as Vice President of Business Development in April 1997. From February
1993 to February 1997, Ms. Mascheroni served as Director of Business Development
and Director of Marketing for Graphix Zone, a computer and data processing
company. Ms. Mascheroni holds an M.B.A. from Northwestern University and a B.A.
in Psychology from the University of California, Los Angeles.
ANITA A. YOUMANS-TRONE joined Intraware as the Vice President of Finance in
November 1996. From May 1996 to November 1996, Ms. Youmans-Trone served as
Regional Vice President of Finance of Vanstar Corporation, a computer hardware
and services company. From May 1994 to May 1996, Ms. Youmans-Trone served
successively as Director--Process Planning and Development--Information Systems
and Regional Vice President of Finance for Dataflex Corporation, a value-added
reseller of computer hardware and services. From January 1988 to May 1994, Ms.
Youmans-Trone served as Controller for Granite Computer Products, Inc., a
corporate computer hardware reseller and services provider.
MANFRED J. KRIKKE joined Intraware as Vice President of Intraware
International in August 1998. From December 1997 to February 1998, Mr. Krikke
served as Vice President, Software and Internet Investment Banking for
NationsBanc Montgomery Securities, a national investment banking firm. From
8
<PAGE>
August 1994 to December 1997, Mr. Krikke served first as an Analyst and then as
an Associate for Montgomery Securities, a national investment banking firm. In
1994, Mr. Krikke received a Doctorandus Degree in Business Economics from the
Vrije University, Amsterdam, The Netherlands.
JAMES A. BRENTANO joined Intraware as Director of Systems Engineering in
June 1997 and as Vice President of Knowledge Services in June 1998. From January
1996 to June 1997, Mr. Brentano served as Director of LAN Services for Pacific
Bell. From March 1991 to December 1995, Mr. Brentano served as an Information
Technology Strategic Architect for Pacific Gas & Electric, a regional natural
gas and electric power utility. Mr. Brentano holds an M.S. in Computer Science
from the University of California, Davis and an A.B. in Letters and Sciences
from the University of California, Berkeley.
DAVID L. DUNLAP joined Intraware as the Director of Product Lines in
September 1997 and as Vice President of Operations in May 1998. From September
1996 to September 1997, Mr. Dunlap served as a Financial Systems Project Manager
for PeopleSoft, Inc., a software development company. From May 1996 to September
1996, Mr. Dunlap served as Director of Purchasing for Vanstar Corporation, a
computer hardware and services company. From May 1994 to May 1996, Mr. Dunlap
served as Vice President of National Operations for Dataflex Corporation, a
value-added reseller of computer hardware and services. From September 1986 to
May 1994, Mr. Dunlap served as Vice President of Operations for Granite Computer
Products, Inc., a corporate computer hardware reseller and services provider.
Mr. Dunlap holds a B.A. in Government from Cornell University.
FROST R. R. PRIOLEAU joined Intraware as the Vice President of SUBSCRIBNET
in December 1998. From March 1989 to October 1998, Mr. Prioleau served
successively as Vice President and President and Chief Executive Officer of P2
Holdings Corporation, a rapid prototyping and services provider. P2 Holdings
Corporation filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code in
December 1998. Mr. Prioleau holds a B.S.E. in Engineering Management Systems
from Princeton University.
CATHERINE KEIM joined Intraware as Product Manager in September 1997 and as
Vice President of Intraware.shop in March 1999. From June 1996 to September
1996, Ms. Keim worked at Microsoft Corporation in product marketing in the
Desktop Applications group. Ms. Keim holds an M.B.A. from Northwestern
University and a B.A. in History from the University of Virginia.
MARK LONG joined Intraware as the Vice President of Strategic Development
in February 1999. From July 1998 to February 1999, Mr. Long was an investment
banker with Credit Suisse First Boston in its Technology Group, focusing
primarily on initial public offerings and mergers and acquisitions for companies
in the Internet sector. From April 1998 to July 1998, Mr. Long was an investment
banker with Deutsche Bank Securities. From August 1995 to April 1998, Mr. Long
was an attorney with Gunderson Dettmer Stough Hachigian & Villenueve, LLP, where
he specialized in representing emerging growth technology companies and venture
capitalists. Mr. Long holds a J.D. and an M.B.A. from the University of Michigan
and a B.A. in Philosophy from the University of Arizona.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file certain
reports regarding ownership of, and transactions in, the Company's securities
with the Securities and Exchange Commission and with The Nasdaq Stock Market,
Inc. Such
9
<PAGE>
officers, directors, and 10% stockholders are also required to furnish the
Company with copies of all Section 16(a) forms that they file.
Based solely on its review of copies of Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) and Forms 5 and amendments
thereto furnished to the Company with respect to the Last Fiscal Year, and any
written representations referred to in Item 405(b)(2)(i) of Regulation S-K
stating that no Forms 5 were required, the Company believes that, during the
Last Fiscal Year, all Section 16(a) filing requirements applicable to the
Company's officers and directors were complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Intraware Common Stock as of the Record Date (except as otherwise
noted) by (i) each director of Intraware, (ii) Intraware's Chief Executive
Officer and each of the four other most highly compensated executive officers of
Intraware's during the Last Fiscal Year, (iii) all directors and executive
officers of Intraware as a group, and (iv) all those known by Intraware to be
beneficial owners of more than five percent of outstanding shares of Intraware
Common Stock. This table is based on information provided to Intraware or filed
with the Securities and Exchange Commission by Intraware's directors, executive
officers and principal stockholders. Unless otherwise indicated in the footnotes
below, and subject to community property laws were applicable, each of the named
persons has sole voting and investment power with respect to the shares shown as
beneficially owned.
Unless otherwise indicated, the address for each stockholder listed in the
following table is c/o Intraware, Inc., 25 Orinda Way, Orinda California 94563.
Except as otherwise indicated, and subject to applicable community property
laws, the persons named in the table have sole voting and investment
10
<PAGE>
power with respect to all shares of Common Stock held by them. Applicable
percentage ownership in the following table is based on 24,071,796 shares of
Common Stock outstanding as of the Record Date.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME AND ADDRESS NUMBER PERCENTAGE
- --------------------------------------------------------------------- ---------- -------------
<S> <C> <C>
Peter H. Jackson (1)................................................. 3,439,800 14.3
Mark B. Hoffman (2).................................................. 1,866,250 7.8
Kleiner Perkins Caufield & Byers .................................... 1,520,250 6.3
2750 Sand Hill Road
Menlo Park, CA 94025
Charles G. Davis, Jr. (3)............................................ 1,240,000 5.2
Donald M. Freed (4).................................................. 598,346 2.5
James Brentano (5)................................................... 100,000 *
Manfred Krikke (6)................................................... 243,738 1.0
Norman A. Pensky (7)................................................. 250,000 1.0
Laurence M. Baer (8)................................................. 30,000 *
Mary Ann Byrnes (9).................................................. 30,000 *
Ronald E. F. Codd (10)............................................... 30,000 *
John V. Balen (11)................................................... -- --
All directors and officers as a group (19 Persons) (12).............. 9,811,872 40.8
</TABLE>
- ------------------------
* Less than 1% of the outstanding shares of Common Stock.
(1) Includes 50,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Also includes 60,417 shares held from the
exercise of stock options which were unvested and subject to Intraware's
repurchase option as of June 14, 1999, should Mr. Jackson's employment with
Intraware terminate. In addition, includes 3,289,800 shares subject to a
restricted stock purchase agreement, of which 259,259 were unvested and
subject to Intraware's repurchase option as of June 14, 1999, should Mr.
Jackson's employment with Intraware terminate. Mr. Jackson is Intraware's
President, Chief Executive Officer and a member of the Board of Directors.
(2) Includes 40,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Includes 1,826,250 shares held by Mark B.
Hoffman, trustee of the Hoffman Family Trust. Excludes 40,000 shares held by
the Annie Eleanor Hoffman 1993 Revocable Trust of which Mr. Hoffman
disclaims beneficial ownership. Excludes 40,000 shares held by the Andrew
Mark Hoffman 1993 Revocable Trust of which Mr. Hoffman disclaims beneficial
ownership. Mr. Hoffman is a member of the Board of Directors of Intraware.
(3) Includes 40,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Includes 40,000 shares held by Charles G.
Davis, Jr. Trustee of the Charles G. Davis, Jr. Trust Agreement dated 1/90
and 600,000 shares held by the Davis Family-54447-LLC. Mr. Davis is Vice
Chairman of the Board of Directors of Intraware.
(4) Includes 30,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Also includes 36,250 shares held from the
exercise of stock options which were unvested and subject to Intraware's
repurchase option as of June 14, 1999, should Mr. Freed's
11
<PAGE>
employment with Intraware terminate. In addition, includes 499,000 shares
subject to a restricted stock purchase agreement, of which 55,552 were
unvested and subject to Intraware's repurchase option as of June 14, 1999,
should Mr. Freed's employment with Intraware terminate. Mr. Freed is
Intraware's Executive Vice President and Chief Financial Officer.
(5) Includes 60,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Also includes 20,833 shares held from the
exercise of stock options which were unvested and subject to Intraware's
repurchase option as of June 14, 1999, should Mr. Brentano's employment with
Intraware terminate. Mr. Brentano is Intraware's Vice President of Knowledge
Services.
(6) Includes 150,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Also includes 63,750 shares held from the
exercise of stock options which were unvested and subject to Intraware's
repurchase option as of June 14, 1999, should Mr. Krikke's employment with
Intraware terminate. Mr. Krikke is Intraware's Vice President of Intraware
International.
(7) Includes 105,209 shares held from the exercise of stock options which were
unvested and subject to Intraware's repurchase option as of June 14, 1999,
should Mr. Pensky's employment with Intraware terminate. Mr. Pensky is
Intraware's Vice President of Sales.
(8) Includes 30,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Mr. Baer is a member of the Intraware's
Board of Directors.
(9) Includes 30,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Ms. Byrnes is a member of Intraware's Board
of Directors.
(10) Includes 30,000 shares issuable upon exercise of stock options exercisable
within 60 days of June 14, 1999. Mr. Codd is a member of the Intraware's
Board of Directors.
(11) Mr. Balen did not hold any shares of Intraware's capital stock as of June
14, 1999, and does not hold any options exercisable within 60 days of June
14, 1999. Mr. Balen is a principal of Canaan Equity Partners, L.L.C. the
general partner of Canaan Equity, L.P. Mr. Balen disclaims beneficial
ownership of the shares held by Canaan Equity L.P., except to the extent of
his pecuniary interest arising from his interest as a principal of Canaan
Equity Partners, L.L.C., the general partner of Canaan Equity Partners, L.P.
Mr. Balen is a member of the Board of Directors of Intraware.
(12) Includes an aggregate of 671,924 shares exercisable within 60 days of June
14, 1999. Certain of these shares are subject to repurchase at cost, which
right of repurchase lapses at the rate of 1/4(th) at the end of one year
from the date of grant and 1/48(th)of each month thereafter.
12
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes the compensation earned for services rendered to
Intraware in all capacities for the fiscal years ended February 28, 1997, 1998
and 1999 by Intraware's Chief Executive Officer and Intraware's next most highly
compensated executive officers who earned more than $100,000 during the fiscal
year ended February 28, 1999. These executives are referred to as the Named
Executive Officers elsewhere in this annual report. The fiscal year 1997
compensation figures are for the seven month period beginning August 13, 1996
and ending February 28, 1997.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION
- --------------------------------- ---- ---------- --------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
Peter H. Jackson ................ 1999 $ 263,990 $40,000 50,000 --
President and Chief Executive 1998 230,833 60,000 100,000 --
Officer 1997 103,125 -- -- --
Donald M. Freed ................. 1999 130,000 20,000 30,000 --
Executive Vice President and 1998 115,417 5,000 60,000 --
Chief Financial Officer 1997 56,250 -- -- --
James Brentano .................. 1999 127,427 -- 60,000 --
Vice President Knowledge 1998 101,250 5,000 40,000 --
Services 1997 -- -- -- --
Manfred Krikke .................. 1999 62,200 -- 240,000 $63,500(1)
Vice President of Intraware 1998 -- -- -- --
International 1997 -- -- -- --
Norman A. Pensky ................ 1999 181,317 -- -- --
Vice President of Sales 1998 125,000 37,500 30,000 --
1997 31,250 12,500 220,000 --
</TABLE>
- ------------------------
(1) Represents a one-time signing bonus.
OPTION GRANTS DURING LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers in the fiscal year ended
February 28, 1999, including the potential realizable value over the ten-year
term of the options, based on assumed rates of stock appreciation of 5% and 10%,
compounded annually. These assumed rates of appreciation comply with the rules
of the Securities and Exchange Commission and do not represent Intraware's
estimate of future stock price. Actual gains, if any, on stock option exercises
will be dependent on the future performance of Intraware's Common Stock.
In fiscal 1999, Intraware granted options to purchase up to an aggregate of
1,902,769 shares to employees, directors and consultants. All options were
granted under Intraware's 1996 Stock Option Plan at exercise prices at or above
the fair market value of Intraware's Common Stock on the date of
13
<PAGE>
grant, as determined in good faith by the Board of Directors. All options have a
term of ten years. Optionees may pay the exercise price by cash, check,
promissory note or delivery of already-owned shares of Intraware's Common Stock.
All options are immediately exercisable upon grant; however, any unvested shares
are subject to repurchase by Intraware at their cost in the event of the
optionee's termination of employment. All new hire option shares vest over four
years, with 25% of the option shares vesting one year after the option grant
date, and the remaining option shares vesting ratably each month thereafter.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED
----------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
NUMBER OF OPTIONS APPRECIATION
SECURITIES GRANTED TO FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION TERM
OPTIONS LAST FISCAL PRICE EXPIRATION ---------------
NAME GRANTED (#) YEAR ($/SHARE) DATE 5% 10%
- --------------------------- ----------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Peter H. Jackson........... 50,000 2.6% $ 1.00 9/23/08 $31,444 $79,687
Donald M. Freed............ 30,000 1.6 1.00 9/23/08 18,866 47,812
James Brentano............. 20,000 1.1 0.40 5/27/08 5,031 12,749
40,000 3.2 1.00 9/23/08 25,155 63,749
Manfred Krikke............. 240,000 12.8 0.15 7/27/08 22,640 57,347
Norman A. Pensky........... -- -- -- -- -- --
</TABLE>
AGGREGATE OPTION EXERCISES DURING LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning option exercises for the fiscal year ended
February 28, 1999, and exercisable and unexercisable options held as of February
28, 1999. No options were exercised by the Named Executive Officers during the
fiscal year ended February 28, 1999.
The "Value of Unexercised In-the-Money Options at February 28, 1999" is
based on a value of $18.875 per share, the fair market value of Intraware's
Common Stock as of February 28, 1999, less the per share exercise price of
$1.00, multiplied by the number of shares issued upon exercise of the option.
All options were granted under Intraware's 1996 Stock Option Plan. All options
are immediately exercisable; however, as a condition of exercise, the optionee
must enter into a stock restriction agreement granting Intraware the right to
repurchase the shares issuable by such exercise at their cost in the event of
the optionee's termination of employment. The shares vest over four years, with
25% of
14
<PAGE>
the shares vesting one year after the grant date and the remaining shares
vesting ratably each month thereafter.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FEBRUARY 28, 1999 (#) FEBRUARY 28, 1999 ($)
------------------------------ -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------------- ------------ -----------------
<S> <C> <C> <C> <C>
Peter H. Jackson......................................... 50,000 -- $ 893,750 --
Donald M. Freed.......................................... 30,000 -- 536,250 --
James Brentano........................................... 60,000 -- 1,084,500 --
Manfred Krikke........................................... 150,000 -- 2,808,750 --
Norman A. Pensky......................................... -- -- -- --
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to establishing the Compensation Committee, the Board of Directors as
a whole performed the functions now delegated to the Compensation Committee. No
member of the Board of Directors or the Compensation Committee serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of Intraware's Board of
Directors or Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1998, Intraware issued an aggregate of 4,379,046 shares of Series D
Preferred Stock to various investors at a purchase price of $2.68 per share.
Attractor Ventures LLC purchased 1,121,496 shares, Canaan Equity Partners,
L.L.C. purchased 1,121,496 shares, Kleiner Perkins Caufield & Byers purchased
186,916 shares and Technology Crossover Management II, L.L.C. purchased
1,121,496 shares. Mr. Balen, a partner of Canaan, is a member of Intraware's
Board of Directors. Kleiner Perkins Caufield & Byers beneficially owned more
than 5% of Intraware's outstanding capital stock at the time of this financing
while each of Attractor, Canaan and Technology Crossover Management became
beneficial owners of more than 5% of Intraware's outstanding capital stock as a
result of this transaction. These shares of Preferred Stock were converted into
Common Stock upon the closing of Intraware's initial public offering in March
1999.
In July 1998, Intraware loaned to Mr. Jackson $300,000 at an annual interest
rate of 8% secured, in part, by the pledge of 3,489,800 shares of Intraware
Common Stock held by Mr. Jackson. Mr. Jackson is President, Chief Executive
Officer and a director of Intraware. In March 1999, Mr. Jackson repaid both the
principal and accrued interest of the loan.
15
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee (the "Committee") is comprised of Mark Hoffman
and Mary Ann Byrnes, each of whom is a non-employee director. The Committee
sets, reviews and administers the Company's executive compensation program. The
role of the Committee is to establish and recommend salaries and other
compensation paid to executive officers of the Company and to administer the
Company's Stock Option Plan and Employee Stock Purchase Plan. The Committee
approves all stock option grants to executive officers, all executive officer
base salaries and any cash bonus payments to executive officers and reviews all
stock option grants to employees.
The Company's executive pay programs are designed to attract and retain
executives who will contribute to the Company's long-term success, to mesh
executive and stockholder interest through stock option based plans and to
provide a compensation package that recognizes individual contributions and
Company performance.
At this time in the Company's growth, the Committee has determined that the
most effective means of compensation are base salaries and long-term incentives
through the Company's stock option programs.
BASE SALARY
The base salaries of executive officers are initially determined by
evaluating the responsibilities of the position held and the experience and
performance of the individual, with reference to the competitive marketplace for
executive talent, including a comparison to base salaries for comparable
positions in high growth, technology-based companies of reasonably similar size.
The Committee reviews executive salaries annually and adjusts them as
appropriate to reflect changes in the market conditions and individual
performance and responsibility. During fiscal 1999, salaries for executive
officers were increased $5,000 to $30,000 depending on the executive officer.
The base salary for the Chief Executive Officer, Peter H. Jackson, was $263,990.
STOCK OPTIONS
Under the Company's Stock Option Plan, stock options may be granted to
executive officers and other employees of the Company. Upon joining the Company,
an individual's initial option grant is based on the individual's
responsibilities and position. The size of stock options awards are based
primarily on an individual's performance and responsibilities. Because of the
competitive nature of the technology industry in which the Company competes, the
Committee believes stock option grants are an effective method of incentivising
executives to take a longer term view of the Company's performance and to ensure
that the executive's and the stockholder's interests are in alignment.
BONUS
The bonuses awarded to executive officers are determined based on
achievement of individual and company performance goals.
16
<PAGE>
OTHER
Other elements of executive compensation include Company-wide medical and
life insurance benefits and the ability to defer compensation pursuant to a
401(k) plan. The Company does not currently match contributions under the 401(k)
plan.
The Company's Chief Executive Officer, Peter H. Jackson, does not receive
any other special or additional compensation other than described above.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
"Section"). The Section disallows a tax deduction for any publicly-held
corporation for individual compensation exceeding $1 million in any taxable year
for any of the Named Executive Officers, unless such compensation is
performance-based. Since the cash compensation of each of the Named Executive
Officers is below the $1 million threshold and the committee believes that any
options granted under the Stock Plan will meet the requirements of being
performance-based, the Committee believes that the Section will not reduce the
tax deduction available to the Company. The Company's policy is to qualify, to
the extent reasonable, its executive officers compensation for deductibility
under applicable tax laws. However, the Committee believes that its primary
responsibility is to provide a compensation program that will attract, retain
and reward the executive talent necessary to the Company's success.
Consequently, the Committee recognizes that the loss of a tax deduction could be
necessary in some circumstances.
<TABLE>
<CAPTION>
<S> <C>
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Mark B. Hoffman
Mary Ann Byrnes
</TABLE>
17
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
return, calculated on a dividend reinvested basis, from the effective date of
the initial public offering of the Company's Common Stock (February 26, 1999)
through May 31, 1999 for the NASDAQ U.S. Stocks Index and the Hambrecht & Quist
Internet Index. The graph assumes that $100 was invested in the Company's Common
Stock (at the initial public offering price of $16.00 per share), and the above
indices on February 26, 1999. As the Company's Common Stock was traded publicly
only three days in the last fiscal year, the graph set forth below is through
May 31, 1999 (the end of the first quarter of the current fiscal year). Historic
stock price performance is not necessarily indicative of future stock price
performance.
COMPARISON OF CUMULATIVE TOTAL RETURNS
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
INTRAWARE, INC.
<S> <C> <C> <C>
"Total Cumulative Stockholder Return
for"
Period Ending May 31, 1999
Intraware, Inc. NASDAQ (U.S.) H&Q Internet
February 26, 1999 $100.00 $100.00 $100.00
May 31, 1999 $137.50 $107.52 $121.07
</TABLE>
18
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return the accompanying proxy in the envelope which has been enclosed, at your
earliest convenience.
FOR THE BOARD OF DIRECTORS
/s/ PETER H. JACKSON
Peter H. Jackson
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
Dated: July 14, 1999
19
<PAGE>
PROXY
INTRAWARE, INC.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF INTRAWARE, INC. ("INTRAWARE")
The undersigned hereby appoints Peter H. Jackson, Donald M. Freed and
Mark Long, and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution, to vote all of the shares of
Intraware's common stock which the undersigned may be entitled to vote at the
Annual Meeting of Stockholders of Intraware to be held at the Lafayette Park
Hotel, 3287 Mt. Diablo Boulevard, Lafayette, California 94549, on Friday,
August 13, 1999 at 10:00 a.m. local time, and at any and all adjournments or
postponements thereof, with all of the powers the undersigned would possess
if personally present, upon and in respect of the following proposals and in
accordance with the following instructions. The proposals referred to herein
are described in detail in the accompanying proxy statement.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS SPECIFIED ON THE REVERSE SIDE. IF A SPECIFIC DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
-- FOLD AND DETACH HERE --
<PAGE>
INTRAWARE, INC
Please mark vote in oval in the following manner using dark ink only / /
WITHHELD
FOR ALL FROM ALL FOR ALL
NOMINEES NOMINEES EXCEPT
1. Election of Class I Directors
Nominees: Charles G. Davis, Jr. / / / / / /
and Mary Ann Byrnes
FOR AGAINST ABSTAIN
2. Ratification of PricewaterhouseCoopers LLP / / / / / /
as independent auditors
- ------------------------------
Nominee's Excepted
Mark here for address change and note below / /
Signature: Date:
-------------------- -------------
Signature: Date:
-------------------- -------------
Please sign exactly as your name appears hereon. If the stock is registered
in the names of two or more persons each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should add their
titles. If the signer is a corporation, please give the full corporate name
and have a duly authorized officer sign stating such officers' title. If the
signer is a partnership, please sign in the partnership name by an authorized
person.
-- FOLD AND DETACH HERE --
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
