---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

(Amendment No. 1)



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended October 31, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



---



Commission File Number 0-21709



INTELLISYNC CORPORATION

(Exact name of Registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0349154                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



2550 North First
Street, San Jose, California 95131

(Address of principal executive office and zip code)



(408) 321-7650

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes x No ̈



Indicate by check mark whether the
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No x



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of December 5, 2003: 49,516,232



---



---

EXPLANATORY NOTE



Intellisync Corporation, or the Company, is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the
quarter ended October 31, 2003, which was originally filed with the Securities and Exchange Commission on December 15, 2003, or the Quarterly Report, to amend and restate in its entirety Exhibit 10.1 to disclose certain information for which
confidential treatment had been initially requested. This Amendment No. 1 continues to speak as of the date of the original filing of the Quarterly Report, and the Company has not updated the disclosures contained therein to reflect any events that
occurred at a later date.





---

PART II - OTHER INFORMATION



|Item 6. | Exhibits and reports on Form 8-K
|------- | --------------------------------



| | (a) | Exhibits
| | --- | --------



|     |   |  |                                                                                                                                                                                                                                                                                      
|---- | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  
|10.1 | * |  | Intellisync Software Developers Kit and Bundling License Agreement by and between Puma Technology, Inc. and Research In Motion Limited as of April 29, 1998, and Amendments thereto dated
September 28, 1999, April 29, 2000, August 22, 2000, April 30, 2002, and October 31, 2003.
|     |  
|31.1 |   |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|     |  
|31.2 |   |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|     |  
|32.1 |   |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                 
|     |  
|32.2 |   |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                 

---

|* | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



Report on Form 8-K dated August 6, 2003 reporting our acquisition of substantially all of the assets of Loudfire, Inc.



Report on Form 8-K/A dated September 9, 2003 amending the report Form 8-K
filed on April 11, 2003 and the report Form 8-K/A filed on June 10, 2003 by providing updated pro forma financial information through April 30, 2003 in connection with our acquisition of all of the outstanding shares of capital stock of Starfish
Software, Inc.



Report on Form 8-K dated October 2, 2003
reporting our acquisition of substantially all of the assets of Spontaneous Technology, Inc.



Report on Form 8-K/A dated October 28, 2003 amending the report Form 8-K filed on October 2, 2003 by providing pro forma financial information in connection with our acquisition of substantially all of the assets of
Spontaneous Technology, Inc.



3



---

SIGNATURE



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.



|                     |  |  |  |                                      |  |                         |  |                                                                                                                                        
|-------------------- |  |  |  | ------------------------------------ |  | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|                     |  |  |  | INTELLISYNC CORPORATION (Registrant)
|                     |  |  | 
|Date: March 19, 2004 |  |  |  | By:                                  |  | /s/    J. KEITH KITCHEN
|                     |  |  |  |                                      |  |                         | 
|                     |  |  |  |                                      |  |                         |  | J. Keith Kitchen Vice President of Finance and Administration and Chief Accounting Officer (Principal Financial and Accounting Officer)



4



---

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                                                                                                                                                      
|            | 
|10.1*       |  | Intellisync Software Developers Kit and Bundling License Agreement by and between Puma Technology, Inc. and Research In Motion Limited as of April 29, 1998, and Amendments thereto dated
September 14, 1999, April 29, 2000, August 15, 2000, April 30, 2002, and October 31, 2003.
|            | 
|31.1        |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|            | 
|31.2        |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|            | 
|32.1        |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                 
|            | 
|32.2        |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                 

---

|* | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------



5