<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 2000
Registration Statement No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
NETMANAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0252226
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
10725 NORTH DE ANZA BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 973-7171
(Address, including zip code, and telephone number,
of Registrant's principal executive offices)
Michael Peckham
Chief Financial Officer and
Senior Vice President, Finance and Secretary
10725 North De Anza Boulevard
Cupertino, California 95014
(408) 973-7171
(Name, address, including zip code, and telephone number of agent for service)
Copies to:
Richard H. Gilden, Esq.
Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, NY 10019
(212) 581-1600
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
<PAGE> 2
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier registration statement for the same offering:
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Proposed Maximum Aggregate Amount of
to be Registered Offering Price (1) Registration Fee
-------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock $2,590,347 $684
$0.01 Par Value Per Share
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(o) under the Securities Act
of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
<PAGE> 3
Subject to completion, dated October 27, 2000.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
NETMANAGE, INC.
1,726,898 shares of common stock
This prospectus uses the "shelf" registration process. It covers
1,726,898 shares of our common stock owned by certain of our stockholders. These
stockholders are referred to as the "selling securityholders" in this
prospectus. The shares may be offered and sold from time to time by selling
securityholders and any pledgees and donees of the shares. Information regarding
the identities of the selling securityholders and the manner in which the shares
are being offered and sold is provided in the "Selling Securityholders" and
"Plan of Distribution" sections of this prospectus.
We will not receive any of the proceeds from the sale of the shares. We
have agreed to bear all of the expenses in connection with the registration and
sale of the shares, except for selling commissions.
Our common stock is traded on the Nasdaq National Market under the
symbol "NETM." On October 26, 2000, the closing bid price for our common stock
was $1 1/4 per share.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A LOSS OF YOUR ENTIRE INVESTMENT. SEE THE SECTION
ENTITLED "FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION" IN OUR
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, WHICH WE
INCORPORATE BY REFERENCE IN THIS PROSPECTUS, FOR CERTAIN RISKS AND UNCERTAINTIES
THAT YOU SHOULD CONSIDER.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is October 27, 2000.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where you can find more information..........................................1
The Company..................................................................2
Forward-Looking Statements...................................................3
Selling Securityholders......................................................3
Use of Proceeds..............................................................4
Plan of Distribution.........................................................4
Legal Matters................................................................5
Experts......................................................................5
</TABLE>
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information contained in this document may only be
accurate on the date of this document. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, in any state where the
offer or sale is prohibited. Neither the delivery of this prospectus, nor any
sale make under this prospectus shall, under any circumstances, imply that the
information in this prospectus is correct as of any date after the date of this
prospectus.
<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and special
reports, proxy statements and other information with the United States
Securities and Exchange Commission. You may read and copy any documents we file
at the SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also publicly available
through the SEC's web site on the Internet at http://www.sec.gov. In addition,
you can read and copy our SEC filings at the office of the National Association
of Securities Dealers, Inc. at 1735 K Street, Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supercede this information. Further, all
filings we make under the Securities Exchange Act after the date of the initial
registration statement and prior to effectiveness of the registration statement
shall be deemed to be incorporated by reference into this prospectus. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
1. Our Annual Report on Form 10-K for the year ended December 31,
1999;
2. Our Proxy Statement filed with the SEC on April 27, 2000;
3. Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000;
4. Our Registration Statement on Form S-8 filed with the SEC on June
14, 2000; and
5. The description of our common stock set forth in our Registration
Statement on Form 8-A, filed with the SEC on July 26, 1993.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits thereto. Descriptions of any contract or
other document referred to in this prospectus are not necessarily complete, and
in each instance reference is made to the copy of the contract or other document
filed as an exhibit to the registration statement for a more complete
description of the matter involved, each statement being qualified in its
entirety by such reference. At your written or telephonic request, we will
provide you, without charge, a copy of any of the information that is
incorporated by reference herein (excluding exhibits to the information that is
incorporated by reference unless the exhibits are themselves specifically
incorporated by reference). Direct your request to us at NetManage, Inc. 10725
North De Anza Boulevard, Cupertino, California 95014, Attention: Michael
Peckham, Chief Financial Officer and Senior Vice President, Finance and
Secretary, telephone (408) 973-7171.
1
<PAGE> 6
THE COMPANY
We develop and market software applications that allow our customers to
access and publish information from existing host-centric applications to
Internet and web-based client computer users, and to create new applications
that leverage existing host applications and data sources.
Our business is focused on taking advantage of the overall move that
major corporations worldwide are making to embrace electronic trading --
commonly termed Business-to-Business ("B2B") or Business-to-Consumer ("B2C"). In
this market, we enable businesses to move to the Internet economy through
providing the bridge between their existing access systems and those required to
compete in the B2B and B2C marketplaces.
We provide host access solutions that allow internal and external users
to access mission-critical line-of-business host system applications and
resources (Business-to-Employee or "B2E"). The corporate resources behind B2E
are the basis of any eBusiness transformation. Alongside these solutions, we are
focused on providing products that allow existing corporate business processes
to be extended to business partners in the supply and demand chains, and
products that allow new business processes to be created in support of corporate
eBusiness B2B and B2C initiatives.
We develop and market these software solutions for UNIX(R), IBM AS/400
midrange and IBM corporate mainframe computers. We also develop and market
software that increases the productivity of corporate call centers, and allow
real time application sharing on corporate networks and across the Internet. We
provide professional support, maintenance and consultancy services to our
customers in association with the products we develop and market.
Our business is also focused on taking advantage of major industry
trends: expansion of the Internet and its adoption as the eCommerce and
eBusiness infrastructure; continued mobilization of personal computer users and
the adoption of mobile information access and display devices; and broader
access to corporate data and information for people internal and external to an
organization. Our principal products are compatible with Microsoft Corporation's
Windows 2000, Windows NT, Windows 98, Windows 95 and Windows 3.1 platforms, IBM
operating systems, Novell, Inc. operating systems and various implementations of
the industry standard UNIX operating system such as IBM's AIX, Hewlett Packard's
HP/UX, Sun Microsystems' Solaris and Linux.
We have a range of web integration products, host application publishing
products and host access connectivity products. We also have a range of support
connectivity products that provide real-time visual support in conjunction with
help desk systems aimed at reducing the time and cost of end user support. Our
host access products provide the applications and solutions that allow end user
devices, including personal computers, to communicate with large centralized
corporate computer systems. Host access products include our strongest brands:
the Rumba family, the ViewNow family and the Chameleon(TM) family. Other strong
brands in our Host Access portfolio include: the NS/Portfolio(TM) family and the
OnNet(R) and OnWeb(TM) families. Strong Web Integration and Applications Server
brands include the Salvo(TM) family and the OnWeb(TM) family. Our real-time
visual support connectivity products add value to our
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Host Access and Web Integration offerings and also target new market segments.
Current products include SupportNow(TM) Enterprise and the SupportNow SDK(TM)
software tools that help reduce the length and cost of support phone calls from
end-users and help with end-user education and training.
We were incorporated in 1990 as a California corporation and changed our
incorporation to Delaware in 1993 in conjunction with our initial public
offering.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended. All statements, other
than statements of historical facts, included in, or incorporated by reference
into this prospectus, are forward-looking statements. In addition, when used in
this document, the words "anticipate", "estimate", "expect", "intend", "plan",
"believe", "project", and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are subject to
various risks or uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, we cannot assure you that such
expectations will prove to have been correct. These statements are only
predictions and involve known and unknown risks, uncertainties and other factors
that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results
unless required by law.
SELLING SECURITYHOLDERS
An aggregate of 1,726,898 shares may be offered for sale and sold
pursuant to this prospectus by the selling securityholders. The shares are to be
offered by and for the respective accounts of the selling securityholders and
any pledgees or donees of the selling securityholders. We have agreed to
register all of the shares under the Securities Act and to pay all of the
expenses in connection with such registration and sale of the shares, other than
underwriting discounts and selling commissions. We will not receive any proceeds
from the sale of the shares by the selling securityholders.
Information with respect to the selling securityholders and the shares
is set forth in the following table. None of the selling securityholders has had
any material relationship with us within the past three years, except as noted
in the following table.
3
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF
SHARES OWNED SHARES OFFERED
SELLING SECURITYHOLDER PRIOR TO SALE HEREBY*
---------------------------------------------- ------------- --------------
<S> <C> <C>
U.S. Venture Partners V, L.P.................. 904,456 904,456
USVP V International, L.P..................... 50,243 50,243
2180 Associates Fund V, L.P................... 28,143 28,143
USVP V Entrepreneur Partners, L.P............. 22,111 22,111
Silicon Valley Bank........................... 306,273 306,273
WS Investments 96B............................ 10,845 10,845
Vivie Lee..................................... 155,507 113,038
James L. McGregor............................. 112,979 112,979
April Lee..................................... 60,950 39,097
Tim Unger..................................... 61,772 43,494
Thomas H. Smith............................... 12,756 12,756
Stephen J. Barnhouse.......................... 52,082 32,679
Richard Tabor................................. 6,901 5,688
Bill Rothernberg.............................. 2,552 2,552
Steven Simonian............................... 2,034 2,034
Cindy Green................................... 203 203
Linda Ryan Dehejia............................ 1,565 1,565
Grace Chang................................... 7,214 4,777
Joseph R. Meyers.............................. 6,895 4,459
Linda Baker................................... 664 664
Steven B. Shapero............................. 652 652
Joseph F. Elliott............................. 37,181 22,555
Cecilie Hoffman............................... 3,086 1,873
Sonia Bhanot.................................. 2,068 1,254
Gerard J. Rudisin............................. 2,068 1,254
Suzy Karasik.................................. 2,068 1,254
</TABLE>
----------
* Including shares underlying warrants to acquire 605,403 shares of common
stock at an exercise price of $4.13 per share.
USE OF PROCEEDS
All of the shares in the offering are being sold by the selling
shareholders. We will, therefore, not receive any proceeds from the sale of the
shares in the offering.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be sold by the selling
securityholders or by pledgees and donees of the selling securityholders for
their respective own accounts. We will receive none of the proceeds from this
offering. The selling securityholders will pay or assume brokerage commissions
or other charges and expenses incurred in the sale of the shares.
The distribution of the shares by the selling securityholders is not
subject to any underwriting agreement. The selling securityholders may sell
their shares covered by this prospectus through customary brokerage channels,
either through broker-dealers acting as agents or brokers, or through
broker-dealers acting as principals, who may then resell the shares, or at
private sale or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling securityholders may effect such
4
<PAGE> 9
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions, commissions, or fees from the selling securityholders and/or
purchasers of the shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Any broker-dealers
that participate with the selling securityholders in the distribution of the
shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of the shares positioned by them might be deemed to be
underwriting discounts and commissions within the meaning of the Securities Act,
in connection with such sales.
Any shares covered by the prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.
LEGAL MATTERS
The validity of the issuance of the securities offered hereby, under
Delaware law, will be passed upon for us by Louis Wellmeier, Esq.
EXPERTS
Arthur Andersen LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Arthur Andersen LLP's report, given on their authority as experts in giving said
report.
5
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We estimate that we will need to pay the following expenses in
connection with the distribution of the securities being registered:
<TABLE>
<S> <C>
SEC Registration and Filing Fee................................. $ 684
Legal Fees and Expenses*........................................ $ 25,000
Accounting Fees and Expenses*................................... $ 3,000
Printing*....................................................... $ 1,000
Transfer Agent Fees*............................................ $ 1,000
Miscellaneous*.................................................. $ 1,000
TOTAL................................................... $ 31,684
</TABLE>
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Registrant and its stockholders for monetary damages for breach or alleged
breach of their duty of care. The Bylaws of the Registrant provide for
indemnification of its directors, officers, employees and agents to the full
extent permitted by the General Corporation Law of the State of Delaware, the
Registrant's state of incorporation, including those circumstances in which
indemnification would otherwise be discretionary under Delaware Law. Section 145
of the General Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such individuals, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended.
The Registrant has entered into agreements with each of its directors
and executive officers to indemnify such persons against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or officer of the Registrant or
any of its affiliated enterprises, provided such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
The Registrant has purchased liability insurance on behalf of its
directors and officers for liabilities arising out of their capacities as such.
ITEM 16. EXHIBITS
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<PAGE> 11
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- ----------------------------------------------------------------
<S> <C>
3.1* Certificate of Incorporation of NetManage, Inc.
3.2* Certificate of Amendment of Certificate of Incorporation of
NetManage, Inc.
3.3* By-Laws of NetManage, Inc.
5.1 Opinion of Louis Wellmeier, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Louis Wellmeier, Esq. (Reference is made to Exhibit
5.1.)
24.1 Power of Attorney. (See signature page.)
</TABLE>
--------------------
* Incorporated by reference to our Annual Report on Form 10-K filed
on March 30, 2000.
ITEM 17. UNDERTAKINGS
(1) We hereby undertake:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any additional or changed material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered, and the offering of securities at that time shall be
deemed to be the initial bona fide offering.
(c) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the
termination of the offering.
(2) We hereby undertake that, for the purposes of determining any
liability under the Securities Act, each filing of our annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment
of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit
or proceeding) is asserted by our directors, officers or
controlling persons in connection with the securities being
registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether
indemnification is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(4) We also undertake that we will:
(a) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by us under the Rule
424(b)(1), or (4) or 497(h) under the Securities Act as part of
this registration statement as of the time the Securities and
Exchange Commission declared it effective.
(b) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus
as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at
that time as the bona fide offering of those securities.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that our company meets all
of the requirements for filing on Form S-3 and we have authorized this
registration statement to be signed on our behalf by the undersigned, thereunto
duly authorized, in Cupertino, California, on October 26, 2000.
NETMANAGE, INC.
By: /s/ Zvi Alon
-------------------------------------
Zvi Alon
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
below constitutes and appoints Zvi Alon and D. Patrick Linehan his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement on Form S-3, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------ -------------------------------------- ----------------
<S> <C> <C>
/s/ Zvi Alon Chairman of the Board, October 26, 2000
------------------------------ President and Chief Executive Officer
Zvi Alon (Principal Executive Officer)
/s/ Michael Peckham Chief Financial Officer and October 26, 2000
------------------------------ Senior Vice President, Finance and
Michael Peckham Secretary
(Principal Financial and Accounting
Officer)
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ John Bosch Director October 26, 2000
------------------------------
John Bosch
/s/ Uzia Galil Director October 26, 2000
------------------------------
Uzia Galil
/s/ Shelley Harrison Director October 26, 2000
------------------------------
Shelley Harrison, PhD
/s/ Darrell Miller Director October 26, 2000
------------------------------
Darrell Miller
/s/ Abraham Ostrovsky Director October 26, 2000
------------------------------
Abraham Ostrovsky
</TABLE>
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<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<S> <C>
3.1* Certificate of Incorporation of NetManage, Inc.
3.2* Certificate of Amendment of Certificate of Incorporation of
NetManage, Inc.
3.3* By-Laws of NetManage, Inc.
5.1 Opinion of Louis Wellmeier, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Louis Wellmeier, Esq. (Reference is made to Exhibit
5.1.)
24.1 Power of Attorney. (See signature page.)
</TABLE>
----------------------
* Incorporated by reference to our Annual Report on Form 10-K filed
on March 30, 2000.
11
