INTRAWARE INC
8-K, EX-99.1, 2000-07-03
COMMUNICATIONS SERVICES, NEC
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                                                                 Exhibit 99.1

THURSDAY JUNE 29, 4:19 PM EASTERN TIME

COMPANY PRESS RELEASE

SOURCE: INTRAWARE, INC.

INTRAWARE ENTERS INTO AGREEMENTS TO RAISE $25 MILLION IN FINANCING

ORINDA, Calif., June 29 /PRNewswire/ -- Intraware, Inc. (Nasdaq: ITRA -
NEWS), the leading IT e-marketplace for web-based software and services,
today announced that it has entered into agreements to raise $25 million in
financing from a group of institutional investors including Marshall Capital,
an affiliate of Credit Suisse First Boston, the investment bank that led the
company's IPO in February of 1999. Under the terms of the financing
agreements, the company will issue three classes of preferred stock that will
be convertible into the company's common stock at a 120% premium to the
average closing bid price for the common stock during three separate
month-long pricing periods beginning July 5, 2000. Intraware shall redeem
portions of the preferred stock in the event that the company's common stock
falls below $12.50 during the pricing periods. The preferred stock must be
converted into common stock after two years and entitles the investors to a
9% annual dividend, payable in cash or registered stock at the option of the
company, while the preferred stock remains outstanding. In addition, the
company has agreed to issue warrants to the investors to purchase up to $10
million worth of common stock at an exercise price 120% over the average of
the company's closing bid price during the three pricing periods. The company
has agreed to file a registration statement with the SEC registering the
resale of the common stock to be issued under the financing agreements. The
company plans to file a Form 8-K with the SEC containing more details on this
financing. The company expects to close the transaction Friday, June 30,
2000.
About Intraware
Intraware, Inc. is the leading IT e-marketplace for web-based software and
services. Intraware's services allow IT professionals to control the business
software life cycle online-from research and evaluation, through purchase,
training, and deployment, to updates and management. The company provides
objective technical research; in-depth software analysis; an extensive
selection of software, training, and resources; and a comprehensive software
delivery, update, and management system. Intraware's unique spectrum of
innovative Internet-based services has attracted strategic relationships with
industry-leading vendors including Allaire Corporation, Bluestone Software,
Inc., Computer Associates International, Inc., Commerce One, Inc.,
Hewlett-Packard Company, Informix Corporation, Infoseek, Interwoven, Inc.,
Macromedia, Inc., Novell, Inc., Oracle Corporation, PeopleSoft, Inc.,
Sun-Netscape Alliance, Sybase, Inc. and Vignette Corporation. Intraware is a
publicly-held company with headquarters located at 25 Orinda Way, Orinda,
California 94563. Phone: 925-253-4500; Fax: 925-253-4599.
http://www.intraware.com.
Forward Looking Statements
The statements in this news release referring to
Intraware's agreements regarding the preferred stock financing and other
statements in this release which are not historical facts, may be deemed to
be forward-looking statements involving a number of risk factors and
uncertainties. There can be no assurance that the transaction will close in a
timely manner, if at all. Factors that could cause actual results to differ
materially from those anticipated in this news release include breach of any
of the financing documents by the company or the investors, violation by the
company of certain covenants and conditions contained in the financing
documents and the exercise of redemption rights by the investors under
certain limited circumstances. Further information on potential factors that
could affect Intraware's financial results is included in Intraware's Form
10-K for the 2000 fiscal year filed with the Securities and Exchange
Commission (SEC). Copies of this and other Intraware filings with the SEC are
available from Intraware without charge or online at
http://www.intraware.com/intraware/corporate/investor/index.html.
NOTE: Intraware is a registered trademark of Intraware, Inc. All other
company, product and service names mentioned herein may be trademarks of
their respective owners.

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CONTACT: Pierre Hirsch, 510-597-4842, or [email protected], or Carole
Sinclair, 510-597-4896, or [email protected], both of Intraware, Inc.; or
Julie Connolly of Ruder Finn, 415-348-2734, or [email protected], for
Intraware, Inc.
SOURCE: INTRAWARE, INC.




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