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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): JUNE 29, 2000
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INTRAWARE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-25249 68-0389976
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25 Orinda Way, Orinda, CA 94563
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (925) 253-4500
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N/A
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(Former Name or Former Address, if Changed since Last Report)
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Item 5. Other Events.
On June 30, 2000, Intraware, Inc. (the "Company") issued an
aggregate of 2,500 shares of its Series A, B and C Convertible
Preferred Stock and related Warrants in a private placement to
institutional investors. The Company estimates the gross proceeds of
the offering to be approximately $25,000,000. The Series A, B and C
Convertible Preferred Stock is subject to the terms and conditions
of the Certificate of Designations, Preferences and Rights
agreements attached hereto as Exhibit 3.1, 3.2 and 3.3. The Warrants
are subject to the terms and conditions of the form of Warrant
attached hereto as Exhibit 4.1. Pursuant to a Registration Rights
Agreement attached as Exhibit 10.1, the Company has agreed to
prepare and file with the Securities and Exchange Commission a
registration statement covering the resale of the shares of Common
Stock issuable pursuant to the terms of the Series A, B and C
Convertible Preferred Stock and related Warrants. The terms of the
private placement are more fully set forth in the Securities
Purchase Agreement attached hereto as Exhibit 10.2.
On June 29, 2000, the Company issued a press release
relating to the signing of the convertible preferred stock
financing. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
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EXHIBIT DESCRIPTION
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3.1 Series A Certificate of Designations, Preferences and Rights
3.2 Series B Certificate of Designations, Preferences and Rights
3.3 Series C Certificate of Designations, Preferences and Rights
4.1 Form of Warrant
10.1 Registration Rights Agreement
10.2 Securities Purchase Agreement
99.1 Press Release
99.2 Quarterly Statement of Cash Flows of Intraware, Inc.
99.3 Disclosure Schedules of Intraware, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Intraware, Inc.
/s/ Donald M. Freed
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Donald M. Freed
Executive Vice President and
Chief Financial Officer
Date: June 29, 2000
