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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K

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<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934
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                    FOR THE FISCAL YEAR ENDED JULY 31, 1999
                                       OR

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<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934
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                FOR THE TRANSITION PERIOD FROM ______ TO ______

                         COMMISSION FILE NUMBER 0-21709
                            ------------------------

                             PUMA TECHNOLOGY, INC.

             (Exact name of registrant as specified in its charter)

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<S>                                            <C>
               DELAWARE                                     77-0349154
    (State or other jurisdiction of            (I.R.S. Employer Identification No.)
    incorporation or organization)

  2550 NORTH FIRST STREET, SUITE 500                          95131
         SAN JOSE, CALIFORNIA                               (ZIP Code)
    (Address of principal executive
               offices)
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                                 (408) 321-7650
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
                                                                 par value

                                                            (Title of class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 15, 1999, was approximately $312,486,363.

The number of the registrant's $0.001 par value Common Stock outstanding as of
October 15, 1999, was 13,384,711shares of Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE:

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Certain sections of the Proxy Statement for registrant's      PART III
1999 Annual Meeting of Stockholders to be held on
December 8, 1999 to be filed with the Commission pursuant to
Registration 14A no later than 120 days after the end of the
fiscal year covered by this Form.
Certain sections of the Annual Report to Stockholders for     PARTS II & IV
fiscal year ended July 31, 1999.
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                               TABLE OF CONTENTS

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PART I..................................................................      3

  ITEM 1.   BUSINESS....................................................      3
  ITEM 2.   PROPERTIES..................................................     18
  ITEM 3.   LEGAL PROCEEDINGS...........................................     19
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........     19

PART II.................................................................     21

  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS.........................................     21
  ITEM 6.   SELECTED FINANCIAL DATA.....................................     21
  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS...................................     21
  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK........................................................     21
  ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................     21
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE....................................     22

PART III................................................................     22

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........     22
  ITEM 11.  EXECUTIVE COMPENSATION......................................     22
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT..................................................     22
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............     22

PART IV.................................................................     22

  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
            8-K.........................................................     22
  SCHEDULE II...........................................................     25
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                                     PART I

ITEM 1. BUSINESS

    THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. WORDS SUCH AS "ANTICIPATES," "BELIEVES,"
"EXCEPTS," "FUTURE," "PLAN," "INTENDS" "SHOULD," AND SIMILAR EXPRESSIONS ARE
USED TO IDENTIFY FORWARD-LOOKING STATEMENT. THESE STATEMENTS ARE ONLY
PREDICTIONS. THE ACTUAL RESULTS THAT THE COMPANY ACHIEVES MAY DIFFER MATERIALLY
FROM THOSE INDICATED IN ANY FORWARD LOOKING STATEMENTS DUE TO THE RISKS AND
UNCERTAINTIES SET FORTH UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS," "CERTAIN BUSINESS RISKS" AND ELSEWHERE IN
THIS FORM 10-K. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE ANY FORWARD
LOOKING STATEMENTS IN ORDER TO REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE
AFTER THE DATE OF THIS REPORT. READERS ARE URGED TO CAREFULLY REVIEW AND
CONSIDER THE VARIOUS DISCLOSURES MADE BY THE COMPANY IN THIS REPORT AND IN THE
COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION THAT ATTEMPT
TO ADVISE INTERESTED PARTIES ON THE RISKS AND FACTORS THAT MAY AFFECT THE
COMPANY'S BUSINESS.

OVERVIEW

    Puma Technology, Inc. ("Puma" or the "Company") was incorporated in
California in August 1993 and reincorporated in Delaware in November 1996. Puma
develops markets and supports mobile device management and synchronization
software that enables consumers, mobile professionals and information technology
officers to harness the full capabilities of handheld computers, smart phones
and other wireless personal communications platforms. The Company's software is
designed to improve the productivity of business professionals and corporations
who are increasingly relying on mobile computing devices to address their
growing needs for accessible, up-to-date information, whether in or out of the
office. Our current Intellisync-Registered Trademark- and Intellisync
Anywhere-TM- product families allow local, LAN and remote "content-aware" data
synchronization between a wide range of mobile computing devices and
PC/server-based applications. The Satellite Forms-TM- family enables developers
to create complete applications for the Palm Computing-Registered Trademark-
platform--without programming. Our original TranXit-Registered Trademark-
product family ("TranXit") is a leading software solution specifically designed
to utilize wireless infrared ("IR") connectivity technology for file exchange,
synchronization and printing.

INDUSTRY BACKGROUND

    In recent years, significant advancements in miniaturization, visual
displays, long-life batteries and portable communications have led to the
introduction of many innovative new mobile computing devices. These highly
portable devices allow users to work and communicate as they travel and have
fueled the significant growth of mobile computing. Electronic consumer devices,
such as personal electronic organizers, smart phones and pagers are being
introduced to provide data storage and information management capabilities to
the mobile business professional. Palm Computing platform devices such as the
Palm V and PalmPilot, along with Windows CE Palmsize and handheld PCs, the Nokia
9000 Communicator and the REX PC Companion are examples of popular handheld
mobile devices. Industry analysts, such as IDC, project that purchases of
handheld devices will grow from under 4 million units in 1997 to 14 million by
2001, with worldwide cellular phone subscribers jumping from 200 million to
600 million in the same time frame. With up to 25% of these new phones and
pagers potentially offering application intelligence, the overall "smart device"
market may be several times larger than that of personal digital assistants
("PDAs") alone.

    As more types of new mobile computing devices become available to business
professionals, users are faced with the difficulty of exchanging information
among these various devices. This problem of interoperability is caused by the
need to exchange information among different hardware devices, operating systems
and applications. Hardware platforms range from high-speed Pentium PCs with
hundreds of megabytes of memory and gigabytes of storage, to "shirt pocket"
organizers, with specialized

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processors and limited memory and storage. In addition, these devices use
numerous operating systems, such as Windows for Workgroups, Windows 3.1, Windows
95, Windows 98, Windows NT, DOS and others, and utilize an even greater range of
information management applications, databases and data formats. Enabling these
devices to communicate, exchange and synchronize information is a complex and
challenging task. Accomplishing this requires data-level, or content-aware,
synchronization technology to maintain complete, up-to-date and accurate
information. For example, content-aware data synchronization technology allows
users to exchange addresses from the Address Book software application on a
PalmPilot with Microsoft Outlook on a desktop PC or Lotus Notes on corporate
server, updating only the fields that have been most recently modified, rather
than copying one file over another, thereby synchronizing both databases with
the latest information.

    Business professionals are continuously seeking ways to improve productivity
and, as a result, are increasingly using the growing number of new, innovative
mobile computing devices. In order to manage information effectively, these
users need convenient connectivity and synchronization solutions for the
specific combination of devices and applications that they use. These software
solutions must allow users to synchronize information maintained separately on
multiple devices, for example, contact databases maintained by a mobile
professional using a handheld computer in the field and by a support colleague
using a desktop PC in the office. A software solution that links such different
devices must address multiple hardware architectures, operating systems,
communications architectures and application specific data formats and
structures.

OUR TECHNOLOGY SOLUTION

    Our software solutions, anchored by the award-winning Intellisync family,
are designed to increase productivity for business professionals by allowing
users to easily access, exchange and synchronize information stored on a variety
of different computing devices. Our products allow the mobile professional to
access information with easy-to-use applications, saving time and money. Our
Intellisync product family allows users to synchronize data on handheld mobile
computing devices with data on PCs and groupware servers by virtue of our
patented Data Synchronization Extensions Technology ("DSX
Technology-Registered Trademark-") engine. The TranXit product family is
specifically designed to utilize IR connectivity technology for reliable,
cost-effective file exchange, synchronization and printing. Our solution
includes the following characteristics:

    INTELLIGENT, CONTENT-AWARE DATA SYNCHRONIZATION.  Our patented DSX
Technology engine provides content-aware data synchronization among a growing
number of handheld devices and industry-leading personal information management
software ("PIMs"), contact management and scheduling applications such as
Microsoft Outlook, Schedule+ and Exchange, Lotus Notes and Organizer, GoldMine,
Symantec ACT!, Novell GroupWise, ON Technology Meeting Maker and others. This
technology seamlessly and transparently translates the information from one data
format to another as the information is synchronized. Built on a powerful
synchronization engine, it can expand via device and application-specific
translators to accommodate new devices and applications. With the Intellisync
Software Development Kit ("SDK"), we have enabled ISVs, device OEMs and
Internet-based services to build synchronization solutions for their products on
the Intellisync platform, further entrenching our standard and have lowered our
own development costs.

    ANYTIME, ANYWHERE HANDHELD ACCESS TO CORPORATE APPLICATION STANDARDS.  With
the Intellisync Anywhere product line, we are providing desktop, remote and
LAN-based synchronization between both Palm Computing platform devices and
corporate groupware messaging server applications, including Microsoft Exchange
and Lotus Domino. Using wired or wireless connections, users can synchronize
email, calendar, contact and to-do list information from virtually any location.

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    WIDESPREAD SOLUTIONS FOR INTEROPERABILITY.  Our products provide
connectivity and content-aware data synchronization among industry-leading PCs
and mobile computing devices, operating systems and applications. Our products
operate with major PC operating systems for Windows 95, Windows 98 and Windows
NT, as well as several proprietary operating systems. We also provide
interoperability across a wide range of industry-standard and vendor-specific
applications by supporting multiple data formats. Our IR communications
architecture enables robust operation across IR-enabled platforms. Intellisync
for Notebooks, the successor to TranXit, is backwards compatible with previous
versions of TranXit, allowing users to connect and exchange information with all
previous versions across different operating systems.

    LEADING IR CONNECTIVITY SOFTWARE.  Both Intellisync for Notebooks and the
TranXit product family are specifically designed for file exchange and
synchronization over convenient wireless IR connections. They fully support the
IrDA standards, with TranXit being the first file exchange software to
incorporate the new Fast IR standard (IrDA-2) for 4.0 Mbps connectivity. They
provide a rich set of wireless file transfer, synchronization and wireless
printing features that are both easy to use and cost-effective. We have also
bundled either TranXit or Intellisync for Notebooks with the vast majority of
IR-enabled notebooks shipped worldwide.

PRODUCTS

    We offer a wide range of software products to both the OEM and retail
markets. These products allow users to wirelessly connect computing devices as
well as exchange and synchronize information across a diverse set of hardware
platforms, operating systems and applications. By combining our advanced data
synchronization and IR connectivity technologies, we are able to develop a
number of products designed for a specific application, operating system or
hardware platform.

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PRODUCT NAME                                                 DESCRIPTION                       INTRODUCTION DATE
---------------------------------------  ----------------------------------------------------  ------------------
<S>                                      <C>                                                   <C>
Intellisync Anywhere                     Designed for remote and LAN-based synchronization of  March, 1999
                                         calendar, e-mail, contract and task data between
                                         groupware messaging servers and Palm Computing
                                         platform handhelds.

Satellite Forms-TM-                      A rapid application development ("RAD") tool, this    July, 1998
                                         product lets developers quickly create and deploy     (acquired)
                                         custom handheld applications for Palm Computing
                                         platform devices, which can be tightly integrated
                                         with corporate databases.

Intellisync for Notebooks                Sold through OEM and retail channels, this product    September 1997
                                         provides PC-to-PC file transfer and synchronization
                                         including PIM-to-PIM synchronization over wireless
                                         IR, wired connection and network connections.

Intellisync for PDA product family       Designed content-aware data synchronization among     August 1996
                                         PC-based applications and mobile computing devices.
                                         The Intellisync for PDA product family includes
                                         support for the Palm Computing platform, Windows CE
                                         and REX PC Companion.
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PRODUCT NAME                                                 DESCRIPTION                       INTRODUCTION DATE
---------------------------------------  ----------------------------------------------------  ------------------
<S>                                      <C>                                                   <C>
Intellisync Gold                         Designed for the corporate market, Intellisync Gold   October 1997
                                         includes several Intellisync-supported products in a
                                         single package.

TranXit                                  OEM product designed for file transfer,               October 1994
                                         synchronization and wireless printing over IR
                                         connections.

TranXit Pro                              Retail version, including SyncPro automatic           May 1996
                                         synchronization, delta file transfer and long file
                                         name support for Windows 95.

TranXit Pro Connectivity Kit             TranXit Pro plus IR-adapter hardware for the desktop  May 1996
                                         PC.

TranXit for DOS                          File transfer and synchronization over IR             December 1996
                                         connections for DOS.

IntelliLink-Registered Trademark-        Data "import" and "export" among PC-based             September 1993
                                         applications and mobile computing devices.
</TABLE>

    INTELLISYNC ANYWHERE.  An important extension to the Intellisync family of
synchronization software, Intellisync Anywhere empowers corporations worldwide
to adopt handheld computers such as Palm Computing platform devices. Intellisync
Anywhere provides remote (dial-up, Internet) and LAN-based synchronization of
leading handheld devices with mission-critical enterprise groupware
applications, including Microsoft Exchange and Lotus Domino. By addressing this
pivotal requirement of mobile corporate users, Intellisync Anywhere lets
organizations give handheld users untethered, up-to-date information while at
their desks, on the road or just in the office down the hall.

    SATELLITE FORMS.  Added to our product line with the acquisition of
SoftMagic Corporation, Satellite Forms allows corporations and developers to
quickly create and deploy sophisticated custom applications for Palm Computing
platform devices that can be tightly integrated with information stored in
corporate databases, including Oracle, DB2, Microsoft Access and Lotus Notes.

    INTELLISYNC FOR NOTEBOOKS (INITIALLY INTELLISYNC 97 FOR
WINDOWS).  Intellisync for Notebooks, the successor to the TranXit product
family, is a native 32-bit Windows 95/Windows NT PC-to-PC synchronization
product that provides file transfer and synchronization as well as direct
PIM-to-PIM synchronization (incorporating Our DSX Technology engine) between two
PCs, or between a PC and a network server. It supports IR, cable and network
connections. Intellisync for Notebooks will replace TranXit in the OEM channel,
and will also be sold in the retail channel.

    INTELLISYNC FOR PDA PRODUCT FAMILY.  The Intellisync for PDA product family
provides content-aware data synchronization, including complete conflict
resolution, between a broad range of PC-based PIMs, contact management and
scheduling applications, as well as a number of mobile computing devices,
including Palm Computing Platform, Connected Organizers, Windows CE devices, REX
PC Companion, Sharp Organizers, TI Organizers, Nokia 9000 Communicator, AT&T
PocketNet Service, and many others. Based upon our patented DSX Technology
engine, Intellisync allows users to automatically synchronize their mobile
computing devices directly with various PC applications in a single step,
eliminating the need for intermediate conversions or translations.

    INTELLISYNC GOLD.  Intellisync Gold is designed for the corporate market,
and combines many of the individual Intellisync products in a single package.
Intellisync Gold is sold primarily as a volume purchase product to the corporate
market, and provides increased flexibility to corporate users by including
support for a wide variety of mobile devices in a single product.

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    TRANXIT.  Our original product line, later succeeded by Intellisync for
Notebooks, TranXit is the leading software solution for wireless file transfer,
synchronization and printing, specifically designed to operate over convenient
IR connections. Directed at the OEM market, TranXit is currently shipped on the
vast majority of all IR-enabled notebook PCs shipped worldwide. TranXit operates
under Windows for Workgroups, Windows 3.1 and Windows 95, offering users broad
operating system interoperability. TranXit has been significantly enhanced since
its original release and each new version of TranXit is backward compatible with
all previous versions.

    TRANXIT PRO.  TranXit Pro is the retail version of the OEM TranXit software
product. Sold as both an upgrade for TranXit to existing users and as a separate
solution to new users, TranXit Pro adds additional features such as SyncPro for
enhanced and automatic data synchronization, a virtual Windows clipboard for
collaborative processing between two PCs, delta file transfer for enhanced
performance and long file-name support for Windows 95.

    TRANXIT PRO CONNECTIVITY KIT.  The TranXit Pro Connectivity Kit combines
TranXit Pro with an IrDA compliant serial IR adapter for a desktop PC. A
complete solution for an IR notebook user, the TranXit Pro Connectivity Kit
provides convenient notebook-to-desktop wireless IR connectivity.

    TRANXIT FOR DOS.  Much of the horizontal computing market has migrated to
graphical user interface operating systems, such as Windows for Workgroups,
Windows 3.1 and Windows 95. There are, however, a large number of vertical
market hardware devices, such as those used for data collection or factory
automation, that remain based upon the DOS operating system. TranXit for DOS
provides the necessary connectivity and file transfer capabilities that allows
these devices to interoperate with PCs. TranXit for DOS is interoperable with
all other versions of the TranXit family.

    INTELLILINK.  IntelliLink provides data "import" and "export" between a
broad range of PC-based contact management and scheduling applications, and a
number of mobile computing devices.

TECHNOLOGY

    Our software products allow the exchange and synchronization of data across
diverse platforms, operating systems and applications. We have developed three
complementary proprietary technologies: The DSX Technology engine for
content-aware data synchronization, Notification Transport Processing Technology
("NXP Technology-TM-") engine and IR connectivity. These complementary
technologies, taken individually and together, enable us to provide
comprehensive solutions that meet the market's growing needs for convenient,
accurate, easy to use data exchange, synchronization and connectivity.

    CONTENT-AWARE DATA SYNCHRONIZATION.  Our content-aware DSX Technology engine
operates at both the file and record level to synchronize data among different
software applications and hardware platforms during data transfer. With the DSX
Technology engine, our products allow users to synchronize not only files, but
also the data within those files, and synchronize databases by field or record,
not just copy one database file from one to another. This advanced data
synchronization technology is composed of three main components that
collectively work to enable the effective transfer of data across supported
applications and platforms:

    SYNCHRONIZATION ENGINE. Our proprietary synchronization engine is the
    central component responsible for controlling the flow of data throughout
    the entire synchronization process. It directs translator modules to
    retrieve, add, delete, change and distribute data records or fields on
    demand.

    INTERMEDIATE DATA REPRESENTATION. Our synchronization technology makes
    extensive use of modularity to maximize reusability for the translator
    modules. The synchronization engine communicates with all translator modules
    using a common "dialect," referred to as intermediate data representation.
    Intermediate data representation stipulates rules for exchanging common
    types of data imposing restrictions on data content (i.e., the number and
    type of fields in each application). The existence of a

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    common data representation makes it possible for a new translator to
    immediately synchronize with any supported application or mobile computing
    device.

    TRANSLATORS. Each translator module is responsible for interfacing with one
    application or mobile computing device. When operating under Windows, a
    translator is packaged as a separate Dynamic Link Library ("DLL") for
    maximum reusability. The development of new translators (as well as the
    maintenance of existing modules) is greatly eased by the existence of the
    translator framework, a collection of powerful C++ classes which supply
    software engineers with the necessary abstractions to quickly and easily
    develop translator modules to meet expanding market needs.

    NXP TECHNOLOGY. A core technology underpinning the Intellisync Anywhere
product family of remote synchronization server solutions is NXP Technology. NXP
Technology optimizes performance for the increasingly common wireless
connections by automatically checking for and preparing for synchronization of
all new information for each user, such as email and appointments, stored on
corporate servers. This process minimizes both end user remote synchronization
time and reduces the overhead on the corporate messaging server itself.

    IR CONNECTIVITY.  Our IR connectivity software enables the wireless transfer
of data among notebook and desktop PCs, printers and mobile computing devices.
Intellisync for Notebooks and the TranXit family are designed to support IrDA
standards, with TranXit being the first file exchange and synchronization
software to incorporate the new Fast IR standard (IrDA-2) for 4.0 Mbps
connectivity.

    COMMUNICATIONS ARCHITECTURE. Our software is based upon an extensive,
    proprietary, network and device independent communications architecture,
    enabling access to a variety of mobile computing devices through a flexible
    and simple application program interface ("API") that speeds the development
    of new features. A layered, modular design allows the architecture to
    leverage existing published data transfer protocols (IrDA, Windows Sockets),
    when available, and to create proprietary data transfer protocols to provide
    connectivity to a broad range of devices without extensive modification of
    the software.

    Our IR communications architecture isolates hardware implementation details
from the rest of the protocol stack, enabling quick support of new IR hardware
implementations and fast adoption of new IR standards and extensions. The
architecture supports multiple vendors' implementation of IrDA protocol stacks
for migration to new operating systems and platforms.

    Our communication protocols are designed to operate across a variety of
network and operating system environments, enabling mobile data exchange among
them. Our software currently supports data transfer among Windows for
Workgroups, Windows 3.1 and Windows 95. We have also worked with Microsoft to
ensure that the Microsoft IR driver supports Mobile Data Exchange among
operating systems and IR devices.

SALES AND MARKETING

    We strive to be both a marketing and a technology partner with our OEM
customers and our strategic partners. Our sales and marketing organization sells
our products directly to our OEM partners, and then works with them on joint
marketing and channel programs. We work closely with OEM partners on their new
hardware products by providing them with technical input, thereby helping to
ensure that our software products will work successfully with the OEM's hardware
products. We also train and educate the OEM's sales and marketing organizations
on our products, allowing them to act as our "virtual" sales force to their
channels and direct customers. In addition, we work closely with our hardware
and software strategic partners to develop effective marketing programs designed
to increase sales.

    We distribute our retail products through several distribution channels both
domestically and internationally. In the United States, our sales organization
works directly with major distributors, resellers,

                                       8
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computer dealers, retailers and mail order companies to distribute our retail
packaged products. Increasingly, we are also distributing our software products
directly to corporate customers through the Intellisync Gold enterprise site
license program. In order to further develop our brand name recognition, we plan
to continue to expand our joint marketing programs, marketing channel promotions
and bundling arrangements with our strategic partners. See "Business
Risks--Risks Associated with Development of Retail Distribution Channel."

    Revenue from OEMs was approximately 56% 68% and 74% of revenue in fiscal
1999, fiscal 1998, and fiscal 1997, respectively. Although several OEMs are
subject to certain contractual minimum purchase obligations, there can be no
assurance that any particular OEM will satisfy the minimum obligations.
Weakening demand from any key OEM and the inability to replace revenue provided
by such OEM could have a material adverse effect on our business, operating
results and financial condition. We maintain individually significant receivable
balances from major OEMs. If these OEMs fail to meet their payment obligations,
our operating results could be materially adversely affected. See "Business
Risks--Dependence on OEMs."

    We market and sell through selected distributors and republishers that focus
on specific geographic and market segment areas. These international partners
operate as an extension of our marketing and sales organizations, developing the
appropriate sales channels in their regions. They also work with local resellers
as well as local offices of our OEM customers to develop specific marketing and
channel promotions for their regions. As of July 31, 1999, we were represented
by over 20 distributors and resellers in Africa, Asia, Australia, Canada and
Europe and are continuing to expand our international reach as appropriate
distributors or republishers are found. See "Business Risks--Risks Associated
with International Operations."

    Our current customer base includes large OEMs in the PC market. In fiscal
1999, 1998 and 1997, Toshiba accounted for approximately 14%, 18% and 21% of our
revenue, respectively. No other customer accounted for greater than 10% of our
revenue in fiscal 1999, 1998 or 1997.

COMPETITION

    We expect the market for our software, including data synchronization and IR
connectivity software to the extent it develops, to become intensely
competitive. We currently face direct competition with respect to a number of
its individual products from several private companies, including Traveling
Software, Chapura, DataViz, River Run, Randsoft, and Starfish (recently acquired
by Motorola). In the future, we will also face competition relative to our
upcoming products from vendors offering server-based mobile device data exchange
products and services, including Advanced Systems, Riverbed, AvantGo, and
FusionOne. In addition to direct competition, we face indirect competition from
existing and potential customers that provide internally developed solutions. As
a result, we must educate prospective customers as to the advantage of our
products versus internally developed solutions. We currently face limited direct
competition from major applications and operating systems software vendors who
may choose to incorporate data synchronization and IR connectivity functionality
into their operating systems software, thereby potentially reducing the need for
OEMs to include our products in their notebook and desktop PCs. For example,
Microsoft's inclusion of certain features permitting data synchronization and IR
connectivity between computers utilizing the Windows 98 operating system may
have the effect of reducing revenue from our software if users of Windows 98
perceive that their data synchronization and IR connectivity needs are
adequately met by Microsoft. Certain companies, with whom we compete or may
compete in the future, including internal software development groups of our
current and potential customers, have substantially greater financial,
marketing, sales and support resources and may have more "brand-name"
recognition than us. There can be no assurance that we will be able to either
develop software comparable or superior to software offered by our current or
future competitors or to adapt to new technologies, evolving industry standards
and changes in customer requirements. In addition, the PC and mobile computing
device markets experience intense price competition, and we expect, in order to
remain

                                       9
<PAGE>
competitive, we may have to decrease our unit royalties on certain products. See
"Risk Factors--Competition."

    The principal competitive factors affecting the market for our software are
compatibility, functionality, reliability, OEM relationships and price. We
believe we compete favorably overall with respect to these factors.

    We believe that users will want to be able to utilize IR connectivity and
data synchronization functionality with a wide variety of mobile computing
devices and software applications, and that our standards-based approach will
continue to allow us to compete favorably with larger companies whose products
may not be able to support such a degree of interoperability. Our strategic
relationships with hardware and software vendors enable us to provide
interoperability among a broader range of applications than many of our current
and potential competitors.

CUSTOMER SUPPORT

    Our service and support organization provides secondary technical support to
OEMs, primary technical support to retailers and end users and education and
training services to OEMs and retailers. Our current OEMs typically have
software maintenance agreements with us that provide for technical support which
include maintenance of our products in accordance with specifications contained
in our guide for such products, as well as access to technical support personnel
by telephone, fax and e-mail. Customers under license agreements are typically
entitled to certain minor product updates and modifications, primarily bug
fixes. Our OEMs and some of our retail channel partners provide telephone and
initial support to end-users.

RESEARCH AND DEVELOPMENT

    We seek to capitalize on our expertise in data synchronization and IR
connectivity technology by developing products for new applications and
increasing the functionality of existing products. We believe our core DSX
Technology engine and IR technologies are widely applicable, and we plan to
continue to develop new products based on our core technologies.

    As of July 31, 1999, our engineering group consisted of 70 full-time
employees and full-time equivalent consultants who were engaged in product
development and localization efforts for existing products. Product maintenance
and customer support responsibilities are shared by engineering group employees
on an as-needed basis. In fiscal 1999, fiscal 1998 and fiscal 1997 research and
development expenses were $11.1 million, $9.9 million and $6.2 million,
respectively.

    The markets for our products are characterized by rapidly changing
technologies, evolving industry standards, frequent new product introductions
and short product life cycles. We first introduced our TranXit products in
October 1994. Our future success will depend to a substantial degree upon our
ability to enhance our existing products and to develop and introduce, on a
timely and cost-effective basis, new products and features that meet changing
customer requirements and emerging and evolving industry standards. We plan our
budget for research and development based on planned product introductions and
enhancements; however, actual expenditures may significantly differ from
budgeted expenditures. Inherent in the product development process are a number
of risks. The development of new, technologically advanced software products is
a complex and uncertain process requiring high levels of innovation, as well as,
accurate anticipation of technological and market trends. The introduction of
new or enhanced products also requires us to manage the transition from older
products in order to minimize disruption in customer ordering patterns, avoid
excessive levels of older product inventories and ensure that adequate supplies
of new products can be delivered to meet customer demand. There can be no
assurance that we will successfully develop, introduce or manage the transition
to new products. We have in the past, and may in the future, experience delays
in the introduction of our products, due to factors internal and external. Any
future delays in the introduction or shipment of new or enhanced products, the
inability of such

                                       10
<PAGE>
products to gain market acceptance or problems associated with new product
transitions could adversely affect our operating results, particularly on a
quarterly basis. See "Risk Factors--Risks Associated with Product Development
and Timely Introduction of New and Enhanced Products."

PROPRIETARY RIGHTS

    We rely on a combination of patent, copyright and trademark laws, trade
secrets, confidentiality procedures and contractual provisions to protect our
proprietary rights. We also believe that factors such as technological and
creative skills of our personnel, new product developments, frequent product
enhancements and name recognition are essential to establishing and maintaining
a technology leadership position. We seek to protect our software, documentation
and other written materials under trade secret and copyright laws, which afford
only limited protection. We currently has five issued United States patents that
expire in 2012, 2014 and 2015, respectively, and have ten patent applications
pending. In addition, we have certain corresponding international patent
applications pending under the Patent Cooperation Treaty in countries to be
designated at a later date. There can be no assurance that our patents will not
be invalidated, circumvented or challenged, that the rights granted thereunder
will provide competitive advantages to us or that any of our pending or future
patent applications, whether or not being currently challenged by applicable
governmental patent examiners, will be issued with the scope of the claims
sought by us, if at all. Furthermore, there can be no assurance that others will
not develop technologies that are similar or superior to our technology or
design around the patents owned by us. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy aspects of our
products or to obtain and use information that we regard as proprietary.
Policing unauthorized use of the our products is difficult, and while we are
unable to determine the extent to which piracy of our software products exists,
software piracy can be expected to be a persistent problem. In addition, the
laws of some foreign countries do not ensure that our means of protecting our
proprietary rights in the United States or abroad will be adequate or that
competition will not independently develop similar technology. We have entered
into source code escrow agreements with a limited number of our customers and
resellers requiring release of source code in certain circumstances. Such
agreements generally provide that such parties will have a limited,
non-exclusive right to use such code in the event that there is a bankruptcy
proceeding by or against us, if we cease to do business or if we fail to meet
our support obligations. We also provide our source code to foreign language
translation service providers and to consultants in a limited circumstance. The
provision of source code may increase the likelihood of misappropriation by
third parties.

    We are not aware of any infringement of proprietary rights of any third
party. There can be no assurance, however, that third parties will not claim
infringement by us of their intellectual property rights. We expects that
software product developers will increasingly be subject to infringement claims
as the number of products and competitors in our industry segment grows and the
functionality of products in different industry segments overlaps and as patent
protection for software becomes increasingly popular. Any such claims, with or
without merit, could be time consuming to defend, resulting in costly
litigation, divert our attention and resources or cause product shipment delays.
In addition, such claims could require us to discontinue the use of certain
software codes or processes, to cease the manufacture, use and sale of
infringing products, to incur significant litigation costs and expenses and to
develop non-infringing technology or to obtain licenses to the alleged
infringing technology. There can be no assurance that we would be able to
develop alternative technologies or to obtain such licenses or, if a license
were obtainable, that the terms would be commercially acceptable to us. In the
event of a successful claim of product infringement against us and failure or
inability to license the infringed or similar technology, our business,
operating results and financial condition would be materially adversely
affected. See "Risk Factors--Proprietary Rights, Risks of Infringement and
Source Code Release."

                                       11
<PAGE>
EMPLOYEES

    As of July 31, 1999, we had 131 employees and full-time equivalent
consultants, including 38 in sales and marketing, 70 in engineering and 23 in
operations, finance and administration. All of our employees are located in the
United States with the exception of three, who are located in Japan. None are
represented by a labor union. We have experienced no work stoppages and believe
our relationship with our employees is good.

    Competition for qualified personnel in our industry is intense. We believe
that our future success will depend in part on our continued ability to hire,
train and retain qualified personnel.

BUSINESS RISKS

    RISKS ASSOCIATED WITH NEW PRODUCT DEVELOPMENT AND TIMELY INTRODUCTION OF NEW
AND ENHANCED PRODUCTS. The market for our products is characterized by rapidly
changing technologies, evolving industry standards, frequent new product
introductions and short product life cycles. We first introduced our TranXit
products in October 1994, Intellisync for handheld devices in the first quarter
of fiscal 1997, and Intellisync for Notebooks in the first quarter of fiscal
1998 and Intellisync Anywhere in the third quarter of fiscal 1999. Our future
success will depend to a substantial degree upon our ability to enhance our
existing products and to develop and introduce, on a timely and cost-effective
basis, new products and features that meet changing customer requirements and
emerging and evolving industry standards. We budget amounts to expend for
research and development based on planned product introductions and
enhancements; however, actual expenditures may significantly differ from
budgeted expenditures.

    Inherent in the product development process is a number of risks. The
development of new, technologically advanced software products is a complex and
uncertain process requiring high levels of innovation, as well as the accurate
anticipation of technological and market trends. The introduction of new or
enhanced products also requires us to manage the transition from older products
in order to minimize disruption in customer ordering patterns, avoid excessive
levels of older product inventories and ensure that adequate supplies of new
products can be delivered to meet customer demand. We are continually required
to recruit new engineering personnel to meet increased engineering and testing
requirements associated with patent development and enhancement. There can be no
assurance that we will successfully develop, introduce or manage the transition
to new products. Nor can there be any assurance that we will be able to hire and
retain sufficient engineering personnel to meet the requirements inherent in
this transition. We have in the past, and may in the future, experience delays
in the introduction of our products, due to factors internal and external.

    BUSINESS STRATEGY.  Our current business strategy with respect to the market
for synchronization software for handheld devices has been to identify multiple
handheld solutions and software applications, and offer an array of solutions in
our Intellisync product family. We have also attempted to transform Intellisync
into a standard platform by opening it to third party developers through the
sale of our SDK. In contrast, some of our direct competitors in this market
focus their efforts on fewer devices and fewer applications. Our success is
highly dependent upon the market acceptance of both the handheld devices and
software applications supported by our Intellisync products. Lack of market
acceptance of hardware or software products supported by our Intellisync product
is largely outside of our control and may have an adverse effect on the results.
And, because we are focusing on a variety of products, we may be slower to offer
features that are specific to each individual handheld-to-PC solution. Our
failure to identify in advance the devices and applications that may gain market
dominance and to sufficiently focus on the most popular solutions may adversely
affect our results of operations.

    COMPETITION.  We expect the market for mobile device management and
synchronization software, including data synchronization and IR connectivity
software to the extent it develops, to become intensely competitive. We
currently face direct competition with respect to a number of our individual

                                       12
<PAGE>
products from several private companies, including Traveling Software, Chapura,
DataViz, River Run, Randsoft, and Starfish (recently acquired by Motorola). In
the future, we will also face competition relative to our upcoming products from
vendors offering server-based mobile device data exchange products and services,
including Advanced Systems, Riverbed, and AvantGo. In addition to direct
competition, we face indirect competition from existing and potential customers
that provide internally developed solutions. As a result, we must educate
prospective customers as to the advantage of our products versus internally
developed solutions. We currently face limited direct competition from major
applications and operating systems software vendors who may choose to
incorporate data synchronization and IR connectivity functionality into their
operating systems software, thereby potentially reducing the need for OEMs to
include our products in their notebook and desktop PCs. For example, Microsoft's
inclusion of certain features permitting data synchronization and IR
connectivity between computers utilizing the Windows 98 operating system may
have the effect of reducing revenue from our software if users of Windows 98
perceive that their data synchronization and IR connectivity needs are
adequately met by Microsoft. Certain of the companies with which we compete or
may in the future compete, including internal software development groups of our
current and potential customers, have substantially greater financial,
marketing, sales and support resources and may have more "brand-name"
recognition than us. There can be no assurance that we will be able to either
develop software comparable or superior to software offered by our current or
future competitors or to adapt to new technologies, evolving industry standards
and changes in customer requirements. In addition, the PC and mobile computing
device markets experience intense price competition, and we expect that, in
order to remain competitive, we may have to decrease our unit royalties on
certain products.

    PRODUCT CONCENTRATION; RISKS ASSOCIATED WITH NEW AND EVOLVING MARKETS. The
market for mobile device synchronization software, including wireless IR
connectivity and advanced data synchronization software, is new and evolving. To
date, we have derived a substantial portion of our revenue from the licensing of
our TranXit IR connectivity software. We believe that the TranXit and
Intellisync for Notebooks product families, although currently accounting for a
substantial portion of the our revenue, will decline in overall revenue
contribution in the foreseeable future. The life cycle of TranXit and
Intellisync for Notebooks is difficult to estimate because of, among other
factors, the emerging nature of the USS software market and the possibility of
future competition. As a result, our future operating results, particularly, in
the near term, are dependent upon the continued market acceptance of TranXit and
Intellisync for Notebooks. We anticipate that the overall revenue contribution
of the TranXit and Intellisync for Notebooks business will decrease as a
percentage of total revenue, since these products are at a mature stage in their
product life cycles. There can be no assurance that TranXit will rebound from
its decline or that we will be successful in developing, introducing or
marketing new or enhanced products. A continued decline in the demand for
TranXit, as a result of competition, technological change or other factors, and
the failure to successfully develop, introduce or market new or enhanced
products would have a material adverse effect on our business, financial
condition and results of operations.

    DEPENDENCE ON OEMS.  Revenue from OEMs was a substantial portion of our
revenue during fiscal 1999, fiscal 1998 and fiscal 1997. OEM revenue as a
percentage of total revenue was 56%, 68% and 74% in fiscal 1999, fiscal 1998 and
fiscal 1997, respectively. Weakening demand from any key OEM customer and our
inability to replace revenue provided by these OEM customers could have a
material adverse effect on our business, operating results and financial
condition. We maintain individually significant receivable balances from major
OEMs. If these OEMs fail to meet their payment obligations, our operating
results could be materially adversely affected.

    RISKS ASSOCIATED WITH DEVELOPMENT OF RETAIL DISTRIBUTION CHANNEL.  We
distribute our products through distributors, major computer and software
retailing organizations, consumer electronics stores, discount warehouse stores
and other specialty retailers. We often sell on a purchase order basis, and
there are often no minimum purchase obligations on behalf of any principal
distributor or retailer. Distribution and retailing companies in the computer
industry have from time to time experienced

                                       13
<PAGE>
significant fluctuations in their businesses, and there have been a number of
business failures among these entities. The insolvency or business failure of
any significant distributor or retailer of ours could have a material adverse
effect on our business, operating results and financial condition. Further,
certain mass-market retailers have established exclusive relationships under
which such retailers will buy customer software only from one or two
intermediaries. In such instances, the price or other terms on which we sell to
such retailers may be materially adversely affected by the terms imposed by such
intermediaries, or we may be unable to sell to such retailers on the terms,
which we deem acceptable.

    Retailers of our products typically have a limited amount of shelf space and
promotional resources, and there is intense competition among consumer software
producers for adequate levels of shelf space and promotional support from
retailers. We expect that, as the number of consumer multimedia and software
products and computer platforms increases, this competition for shelf space will
intensify. Due to increased competition for limited shelf space, retailers and
distributors are increasingly in a better position to negotiate favorable terms
of sale, including price discounts, price protection and product return
policies. Retailers often require software publishers to pay fees or provide
other accommodations in exchange for shelf space. Our products constitute a
relatively small percentage of each retailer's sales volume, and there can be no
assurance that retailers will continue to purchase our products or provide our
products with adequate shelf space and promotional support.

    DEPENDENCE ON STRATEGIC BUSINESS RELATIONSHIPS; RISKS ASSOCIATED WITH
THIRD-PARTY SERVICES. We believe that our success is largely dependent on our
strategic relationships with key participants in the PC and mobile computing
device industries including 3COM, Acer, AT&T Wireless, Canon, Corex,Fujitsu,
IBM, Intel, Lucent Technologies, NEC, Nokia, Novell, Oracle, Phone.com,
QUALCOMM, Research in Motion, SalesLogix, Seiko Epson, Sharp, Symbol
Technologies, Texas Instruments and Toshiba, and many others. These
relationships generally enable us to receive prototypes from hardware
manufacturers and software vendors prior to their market introduction. We
thereby are in a stronger position to launch complementary product offerings
shortly after the commercial release of these companies' new hardware and
software products. The loss of any of these strategic relationships or any other
significant partner could materially adversely affect our product development
efforts, business, operating results and financial condition and our ability to
realize strategic objective to be the technological leader in the industry. In
addition, we rely significantly on third-party services. In particular, third
party services translate our products into over ten different native languages.
We have generally been able to obtain translated, functional versions of our
products in a timely manner. However, any significant delays by such third
parties could delay new or existing shipments of products and have a material
adverse effect on our business, operating results and financial condition.

    DEPENDENCE ON KEY PERSONNEL.  We believe our success will depend in a large
part upon our ability to attract and retain highly skilled managerial,
technical, sales and marketing, finance and operations personnel. In particular,
we will need to increase the number of technical staff members with experience,
as we further develop our product line. Competition for these highly skilled
employees in our industry is intense. Our failure to attract and retain these
key employees could have a material adverse effect on our business, results of
operations and financial condition.

    We are seeking additional sales and marketing personnel. Competition for
qualified sales and marketing personnel is intense and we might not be able to
hire the kind and number of sales and marketing personnel we are targeting.
Unless we expand our sales and marketing force, we may not be able to increase
our revenue or extend our brand awareness.

    The loss of the services of any of our key employees, the inability to
attract or retain qualified personnel in the future or delays in hiring required
personnel could hinder the development and introduction of and negatively impact
our ability to sell our products. In addition, employees may leave our company
and subsequently compete against us. Moreover, companies in our industry whose
employees accept positions with competitors frequently claim that their
competitors have engaged in unfair hiring

                                       14
<PAGE>
practices. We may be subject to claims of this type in the future as we seek to
hire qualified personnel and some of these claims may result in material
litigation. We could incur substantial costs in defending ourselves against
these claims, regardless of their merits.

    PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE.  We rely
on a combination of patent, copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. We also believe that factors such as the technological and creative
skills of its personnel, new product developments, frequent product enhancements
and name recognition are essential to establishing and maintaining a technology
leadership position. We seek to protect our software, documentation and other
written materials under trade secret and copyright laws, which afford only
limited protection. We currently have five issued United States patents that
expire in 2012, 2014, 2015 and has ten patent applications pending. In addition,
we have corresponding international patent applications pending under the Patent
Cooperation Treaty in countries to be designated at a later date. There can be
no assurance that our patents will not be invalidated, circumvented or
challenged, that the rights granted thereunder will provide competitive
advantage to us or that any of our pending or future patent applications,
whether or not being currently challenged by applicable governmental patent
examiners, will be issued with the scope of the claims sought by us, if at all.
Furthermore, there can be no assurance that others will not develop technologies
that are similar or superior to our technology or design around the patents
owned by us. Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or to obtain and use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult, and while we are unable to determine the extent to which
piracy of our software products exists, software piracy can be expected to be a
persistent problem. We distribute our software products in the United States,
Japan, Taiwan and member countries of the European Union. The laws and practices
of some foreign countries in which we do business, in particular Taiwan, do not
ensure that our means of protecting our proprietary rights in the United States
or abroad will be adequate or that competition will not independently develop
similar technology. There can be no assurance that we will not distribute our
software products in the future to countries where the enforcement of
proprietary rights may be equally or more uncertain. We have also entered into
source code escrow agreements with a limited number of our customers requiring
release of source code in certain circumstances. Such agreements generally
provide that such parties will have a limited, non-exclusive right to use such
code in the event that there is a bankruptcy proceeding by or against us, if we
cease to do business or if we fail to meet our support obligations. We also
provide our source code to foreign language translation service providers and
consultants, in limited circumstances. The provision of source code may increase
the likelihood of misappropriation by third parties.

    We are not aware that we are infringing any proprietary rights of third
parties. There can be no assurance, however, that third parties will not claim
infringement by us of their intellectual property rights. In particular, because
patent applications are kept confidential by the Patent and Trademark Office, we
have no means by which to monitor patent applications filed by our competitors,
which could result in future infringement claims against us. We expect that
software product developers will increasingly be subject to infringement claims
as the number of products and competitors in our industry segment grow and the
functionality of products in different industry segments overlaps and as patent
protection for software becomes increasingly popular. Any such claims, with or
without merit, could be time-consuming to defend, result in costly litigation,
and divert our attention and resources or cause product shipment delays. In
addition, such claims could require us to discontinue the use of certain
software codes or processes, to cease the manufacture, use and sale of
infringing products, to incur significant litigation costs and expenses and to
develop non-infringing technology or to obtain licenses to the alleged
infringing technology. There can be no assurance that we would be able to
develop alternative technologies or obtain such licenses or, if a license were
obtainable, that the terms would be commercially acceptable to us.

                                       15
<PAGE>
    In the event of a successful claim of product infringement against us and
failure or inability to license the infringed or similar technology, our
business, operating results and financial condition would be materially
adversely affected.

    DEPENDENCE ON LICENSED TECHNOLOGY.  We license technology on a non-exclusive
basis from several companies for use with our products and anticipate that we
will continue to do so in the future. The inability to continue to license the
technology or to license other necessary technologies for use with our products
or substantial increases in royalty payments under third-party licenses could
have a material adverse effect on our business, operating results and financial
condition. In addition, the effective implementation of our products depends
upon the successful operation of these licenses in conjunction with our
products, and therefore any undetected errors in products resulting from such
licenses may prevent the implementation or impair the functionality of our
products, delay new product introductions and injure our reputation. Such
problems could have a material adverse effect on our business, operating results
and financial condition.

    PRODUCT ERRORS; PRODUCT LIABILITY.  Software products as complex as those
offered by us typically contain undetected errors or failures when first
introduced or as new versions are released. Testing of our products is
particularly challenging because it is difficult to simulate the wide variety of
computing environments in which our customers may deploy these products.
Accordingly, there can be no assurance that, despite testing by us and by
current and potential customers, errors will not be found after commencement of
commercial shipments, resulting in loss of or delay in market acceptance, any of
which could have a material adverse effect upon our business, operating results
and financial condition. Further, our license agreements with our customers
typically contain provisions designed to limit our exposure to potential product
liability claims. Although we have not experienced any product liability claims
the sale and support of products by us entails the risk of such claims. We do
not currently maintain product liability insurance. A successful product
liability claim brought against us could have a material adverse effect upon our
business, operating results and financial condition.

    RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.  International revenue
accounted for a significant portion of our revenue in fiscal 1999 and fiscal
1998. We expect that international revenue will continue to account for a
significant portion of our future revenue. Revenue from our international
operations is subject to certain inherent risks, including unexpected changes in
regulatory requirements and tariffs, difficulties in staffing and managing
foreign operations, longer payment cycles, problems in collecting accounts
receivable and potentially adverse tax consequences. In addition, sales in
Europe and certain other parts of the world typically are adversely affected in
the summer months of each year when many customers and users reduce their
business activities. These seasonal factors may have a material adverse effect
on our business, operating results and financial condition. Although our revenue
is currently denominated in U.S. dollars, fluctuations in currency exchange
rates could cause our products to become relatively more expensive to customers
in a particular country, leading to a reduction in sales or profitability in
that country. Furthermore, future international activity may result in foreign
currency denominated sales, particularly if international revenue from
distributors increases. Consequently, gains and losses on the conversion to U.S.
dollars of accounts receivable and accounts payable arising from international
operations may contribute to fluctuations in our operating results. Royalty
income from customers in certain countries, such as Japan and Taiwan, is subject
to withholding income taxes. The amount and mix of our income derived from such
customers will impact our provision for income taxes. Differences in the amount
and mix of our income actually derived from customers subject to foreign
withholding taxes as compared to the amounts forecasted by us may adversely
impact our income tax rate.

    UNCERTAINTIES ASSOCIATED WITH ACQUISITIONS.  We have been involved in
acquisitions. These acquisitions have been motivated by many factors including
the desire to obtain new technologies, the desire to expand and enhance our
product lines and the desire to attract key personnel.

                                       16
<PAGE>
    On Aug. 24, 1999, we entered into a definitive agreement to acquire
ProxiNet Inc., headquartered in Emeryville, California, for 2,600,000 shares of
our Common Stock to be issued in exchange for all issued and outstanding
preferred and common shares of ProxiNet Inc., and assumption of all outstanding
ProxiNet stock options. Closing of the merger is subject to certain closing
conditions and approval by the shareholders of ProxiNet, although, certain
affiliates of ProxiNet have agreed to vote their shares in favor of the merger.
The merger is expected to be finalized in our fiscal quarter ending October 31,
1999, and as a result, we expect to incur a one-time charge for in-process
research and development for ProxiNet's products which have not yet reached
technological feasibility.

    In July 1998, we acquired SoftMagic Corp. ("SoftMagic") As a result of the
acquisition, three new employees and three new consultants joined us. SoftMagic
had incurred a cumulative loss through its acquisition by Puma on July 30, 1998
of approximately $135,000 on cumulative revenue of $331,000.

    In July 1997, we acquired substantially all of the assets of Real World
Solutions, Inc. ("RWS"), a developer of client/server solutions. As a result of
the acquisition, four new employees joined us. RWS had incurred a cumulative
loss through its acquisition by us on July 17, 1997 of approximately
$1.3 million on cumulative revenue of $0.5 million.

    These purchases also involve numerous risks, including:

    - problems assimilating the purchased operations, technologies or products;

    - unanticipated costs associated with the acquisition;

    - diversion of management's attention from our core business;

    - adverse effects on existing business relations with suppliers and
      customers;

    - incorrect estimates made in the accounting for acquisitions;

    - risks associated with entering markets in which we have no or limited
      prior experience; and

    - potential loss of key employees of purchased organizations.

    POTENTIAL VOLATILITY OF STOCK PRICE.  The trading price of our Common Stock
is likely to be highly volatile and may be significantly affected by factors
such as actual or anticipated fluctuations in our operating results;
announcements of technological innovations; new products or new contracts by us
or our competitors; developments with respect to patents; copyrights or
proprietary rights; conditions and trends in the software and other technology
industries; adoption of new accounting standards affecting the software
industry; changes in financial estimates by securities analysts; general market
conditions and other factors. In addition, the stock market has from time to
time experienced significant price and volume fluctuations that have
particularly affected the market prices for the Common Stocks of technology
companies. These broad market fluctuations may materially adversely affect the
market price of our Common Stock.

    DEPENDENCE ON YEAR 2000 COMPLIANCE OF THIRD-PARTY PRODUCTS.  Some computers,
software, and other equipment include programming code in which calendar year
data is abbreviated to only two digits. As a result of this design decision,
some of these systems could fail to operate or fail to produce correct results
if "00" is interpreted to mean 1900, rather than 2000. These problems are widely
expected to increase in frequency and severity as the year 2000 approaches, and
are commonly referred to as the "Millennium Bug" or "Year 2000 Problem."

    The Year 2000 Problem could affect computers, software, and other equipment
used, operated or maintained by us. We believe that our computer systems are
Year 2000 compliant.

    We believe that we have substantially identified and resolved all potential
Year 2000 Problems with any of the software products which we develop and
market. However, we also believe that it is not possible to determine with
complete certainty that all Year 2000 Problems affecting our software products
have

                                       17
<PAGE>
been identified or corrected due to the complexity of these products and the
fact that these products interact with other third party vendor products and
operate on computer systems which are not under the our control.

    In addition to computers and related systems, the operation of office and
facilities equipment, such as fax machines, photocopiers, telephone switches,
security systems, elevators, and other common devices may be affected by the
Year 2000 Problem. We presently believe that our office and facilities equipment
are Year 2000 compliant.

    We have limited or no control over the actions of third party suppliers.
Thus, while we expect that we will be able to resolve any significant Year 2000
Problems with these systems, there can be no assurance that the suppliers will
resolve any or all Year 2000 Problems with these systems before the occurrence
of a material disruption to our business or any of our customers. Any failure of
these third parties to resolve Year 2000 Problems with these systems in a timely
manner could have a material adverse effect on our business, financial
condition, and results of operation.

    We expect to identify and resolve all Year 2000 Problems that would
materially adversely affect our business operations. However, we believe that it
is not possible to determine with complete certainty that all Year 2000 Problems
affecting us have been identified or corrected. The number of systems that could
be affected and the interactions among these systems are simply too numerous. In
addition, one cannot accurately predict how many Year 2000 Problem-related
failures will occur or the severity, duration, or financial consequences of
these perhaps inevitable failures. As a result, we expect that we would likely
suffer the following consequences:

     1. a significant number of operational inconveniences and inefficiencies
        for us and our clients that may divert our time and attention and
        financial and human resources from ordinary business activities; and

     2. a greater number of serious system failures that may require significant
        efforts by us or our clients to prevent or alleviate material business
        disruptions.

    We have not developed any Year 2000 contingency plans. We do not believe
that the Year 2000 Problem will have a material adverse effect on our business
or results of operations.

ITEM 2. PROPERTIES

    Our principal administrative, engineering, manufacturing, marketing and
sales facilities total approximately 31,952 square feet and are located in a
single building in San Jose, California under a lease that expires in
June 2006. We also have two leases for approximately 11,980 square feet and 9006
square feet in two buildings in Nashua, New Hampshire under leases that expires
in May 2002 and July 2003, respectively. These facilities primarily support the
engineering, product marketing and technical support functions for our
Intellisync family of products.

    In the first quarter of fiscal 1999, we implemented a restructuring program
for the purpose of consolidating the majority of our engineering and development
work at existing facilities in Nashua, New Hampshire. As part of this program,
we implemented a reduction in force of approximately 40 positions that primarily
affected the engineering group located at the San Jose facility. The severance
charge was $210,000. The plan was completed at the end of February 1999. Some of
the positions eliminated in San Jose will be replaced in Nashua. Most of the
expected savings from this program will be realized in research and development.

    Also as part of the restructuring, we vacated a portion of the San Jose
facility, as well as a recently leased facility in Nashua. The restructure
charge related to facilities was $558,000. We have secured a tenant for the San
Jose facility, and we continue to look for a tenant to sublease the facility in
Nashua.

                                       18
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

    Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted to a vote of security holders of the Company
during the fourth quarter of fiscal year 1999.

EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT

    The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME                                      AGE                                    POSITION
------------------------------------  -----------  ---------------------------------------------------------------------
<S>                                   <C>          <C>
Bradley A. Rowe.....................          39   President, Chief Executive Officer and Director
Stephen A. Nicol....................          39   Senior Vice President, Sales and Director
Kelly Hicks.........................          38   Vice President of Operations and Chief Financial Officer
Michael M. Clair....................          52   Chairman of the Board
Tyrone F. Pike......................          45   Director
M. Bruce Nakao......................          55   Director
</TABLE>

    MR. ROWE co-founded the Company in August 1993 and has served as President
since October 1993 and Chief Executive Officer since March 1995. He has also
served as a Director of the Company since August 1993. Prior to founding the
Company, from January 1991 to July 1993, he held various management positions at
SystemSoft Corporation, a PC system software supplier, including Vice President
of Worldwide Sales and General Manager of Desktop Computing. In June 1988,
Mr. Rowe co-founded Extar Technologies, a manufacturer's representative of PC
products, where he held a number of management positions, including Vice
President of Sales and President until December 1990. From November 1983 to
June 1988, Mr. Rowe served in various sales positions at Western Digital
Corporation, a storage management company, including Director of Western Area
Sales. Mr. Rowe currently serves as a Director of 7(th) Street Teleworks, Inc.,
a privately held company. Mr. Rowe holds a B.S. degree in engineering and
management science from Princeton University.

    MR. NICOL co-founded the Company in August 1993 and has served as Senior
Vice President, Sales since its establishment. He has also served as a Director
since August 1993. Prior to founding the Company he served in several capacities
at SystemSoft Corporation, including as Director of Sales for Japan and Asia
Pacific from July 1992 to July 1993 and as Sales Manager for the Eastern United
States from November 1991 to July 1992. Mr. Nicol co-founded Extar Technologies
in June 1988 where he served until November 1991 as Vice President of Sales.
Previously, Mr. Nicol served as OEM Manager for Western Digital and computer
sales representative for Hewlett-Packard. He holds an A.B. degree in political
science from Princeton University.

    MR. HICKS joined the Company in January 1997 as Corporate Controller and
became the Chief Financial Officer and Vice President of Operations in
May 1999. He has 15 years of progressive financial management and operations
experience in both privately and publicly held high-technology companies. During
the course of his carrier, his accomplishments include managing financial
aspects of initial public offerings, raising debt, and equity funding, managing
mergers and acquisitions, and leading major system conversions. He has also held
numerous financial management positions at companies including SCO, Silicon
Graphics and Granger Associates. He is a graduate of California State University
Chico and holds a Bachelor's of Science degree in business administration with a
concentration in finance.

    MR. CLAIR became a Director of the Company in November 1994 and has served
as Chairman of the Board since March 1995. Mr. Clair was a founder of SynOptics
Communications (now Bay Networks), a computer networking company, and from
January 1987 to November 1992, served as Vice President

                                       19
<PAGE>
Sales and Marketing and then as Senior Vice President of Sales and Customer
Service of SynOptics. Mr. Clair has more than 25 years' experience in data
processing, data and voice communications and local area networking. He spent
the early part of his career with Tymshare, a computer time-sharing company, and
ROLM, a manufacturer of digital PBX equipment, in a variety of sales and
marketing positions. He holds a B.S. degree in business and a M.B.A. degree from
the University of Buffalo. Mr. Clair is a director of several private companies
in Silicon Valley.

    MR. PIKE became a Director of the Company in October 1996. Since
March 1993, Mr. Pike has served as Director of Citrix Systems, a publicly held
supplier of multi-user application server products. Mr. Pike also serves as a
director of Proxinet, recently acquired by the Company. In August 1996 Mr. Pike
founded Switchsoft Systems, a supplier of open virtual network management
software for switches and routers and has served as Chairman of the Board and
Chief Executive Officer since its inception. From January 1994 to August 1996,
Mr. Pike served in various positions at UB Networks, a computer networking
company, including Senior Vice President and Chief Technical Officer. Prior to
joining UB Networks, Mr. Pike served as a partner of Pike Associates from
September 1992 to January 1994. From March 1992 to September 1992, Mr. Pike
served as President and Chief Executive Officer of Global Village
Communications, a networking communications company. From May 1991 to June 1992
he served as Manager, Strategic Planning & Business Development of Intel
Corporation, a semiconductor company. From April 1983 to May 1991, Mr. Pike
served as Founder, Chairman of the Board and President of LANSystems, a computer
networking company, of which he served as a Director until February 1994.
Mr. Pike also serves as a Director of both Citrix Systems and Proxinet.
Mr. Pike holds an A.B. degree in architecture from Princeton University.

    MR. NAKAO became a Director of the Company in May 1999. Mr. Nakao currently
holds the position of Chief Financial Officer at an Internet search company, Ask
Jeeves, Inc. Prior to joining the Company's Board, from June 1996 to May 1999
Mr. Nakao was the Chief Financial Officer of the Company. Prior to that, from
May 1986 to June 1996, Mr. Nakao served in several capacities at Adobe Systems
Incorporated, a software company, most recently as its Senior Vice President,
Finance and Administration, Chief Financial Officer and Treasurer. He holds a
B.A. degree in business and economics from the University of Washington and a
M.B.A. degree from Stanford University.

                                       20
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The Common Stock of the Company began trading on the Nasdaq National Market
on December 5, 1996, under the symbol "PUMA." The following table sets forth the
high and low closing prices for the Company's Common Stock as reported on the
Nasdaq National Market from August 1, 1998, through July 31, 1999. These prices
reflect inter-dealer prices, without retail mark-up, mark-down or commission,
and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                                                                   HIGH        LOW
                                                                                                 ---------  ---------
<S>                                                                                              <C>        <C>
1998
First fiscal quarter (August 1, 1997 to October 31,1997).......................................  $   8.375  $   5.563
Second fiscal quarter (November 1, 1997 to January 31, 1998)...................................  $   8.063  $   5.563
Third fiscal quarter (February 1, 1998 to April 30, 1998)......................................  $   7.313  $   5.563
Fourth fiscal quarter (May 1, 1998 to July 31, 1998)...........................................  $   8.375  $   5.063

1999
First fiscal quarter (August 1, 1998 to October 31,1998).......................................  $   5.625  $   2.000
Second fiscal quarter (November 1, 1998 to January 31, 1999)...................................  $   4.500  $   2.750
Third fiscal quarter (February 1, 1999 to April 30, 1999)......................................  $   5.375  $   3.812
Fourth fiscal quarter (May 1, 1999 to July 31, 1999)...........................................  $   6.437  $   4.750
</TABLE>

    As of October 15, 1999, there were approximately 106 stockholders of record
of the Company's Common Stock and 13,384,711 shares of common stock outstanding.

    The Company has never paid dividends on its capital stock. The Company
currently intends to retain any future earnings for use in its business and does
not anticipate paying any cash dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

    The selected financial data for the five years ended July 31, 1999, which
appears on page 13 in the Registrant's Annual Report to Stockholders for the
fiscal year ended July 31, 1999 under the caption "Selected Financial Data" is
incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

    The information required by this Item is set forth on pages 14-20 of the
Registrant's Annual Report to Stockholders for the fiscal year ended July 31,
1999 under the caption "Management's Discussion and Analysis," which is
incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Management believes that the market risk associated with the Company's
market risk sensitive instruments as of July 31, 1999 is not material and
therefore, disclosure is not required.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated August 20, 1999, appearing on pages 21-36 of
the Registrant's Annual Report to Stockholders for the fiscal year ended
July 31, 1999 are incorporated by reference in this Form 10-K Annual Report.

                                       21
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    Not Applicable

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Information relating to the directors and executive officers of the Company
is set forth in Part I of this report under the caption "Executive Officers and
Directors of the Registrant." Information relating to compliance with
Section 16(a) of the Exchange Act is incorporated by reference from the
definitive proxy statement for the Company's 1999 annual meeting of stockholders
to be filed with the Commission pursuant to Regulation 14A no later than
120 days after the end of the fiscal year covered by this form (the "Proxy
Statement") under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance."

ITEM 11.  EXECUTIVE COMPENSATION

    The information required by this Item is incorporated by reference from the
Proxy Statement under the caption "Executive Compensation and Other Matters."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by this Item is incorporated from the Proxy
Statement under the captions "Stock Ownership of Certain Beneficial Owners and
Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by this Item is incorporated from the Proxy
Statement under the captions "Certain Relationships and Related Transactions."

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements.

    The following consolidated financial statements of the Company included in
the Company's Annual Report to Stockholders for the fiscal year ended July 31,
1998 are filed as part of this report:

    Report of Independent Accountants.

    Consolidated Balance Sheets at July 31, 1999 and 1998.

    Consolidated Statements of Operations for the three fiscal Years Ended
July 31, 1999.

    Consolidated Statements of Stockholders' Equity for the three fiscal Years
Ended July 31, 1999.

    Consolidated Statements of Cash Flows for the three fiscal Years Ended
July 31, 1999.

    Notes to Consolidated Financial Statements.

    2. Supplemental Schedules.

    Report of Independent Accountants on Financial Statement Schedule.

    Schedule II--Valuation and Qualifying Accounts.

                                       22
<PAGE>
    Financial Statement Schedules, other than the schedule listed above, have
been omitted because the required information is contained in the Consolidated
Financial Statements and the Notes thereto, or because such schedules are not
required or applicable.

    3. Exhibits. The exhibits listed on the accompanying index to exhibits
immediately preceding the financial statement schedules are filed as part of, or
incorporated by reference into, this Form 10K.

(b) Reports on Form 8-K. There were no reports on Form 8K filed during the last
quarter of the fiscal year covered by this report.

(c) Exhibits. The exhibits listed on the accompanying index to exhibits
immediately preceding the financial statement schedules are filed as part of, or
incorporated by reference into, this Form 10K.

(d) Financial Statement Schedules. See Item 14 (a) above.

                                       23
<PAGE>
       REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Puma Technology, Inc.:

    Our audits of the consolidated financial statements referred to in our
report dated August 20, 1999, except for Note 12, which is as of August 24,
1999, appearing in the Annual Report to Shareholders of Puma Technology, Inc.
(which report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedules listed in Item 14(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.

PricewaterhouseCoopers LLP

San Jose, California
August 20, 1999

                                       24
<PAGE>
SCHEDULE II

                             PUMA TECHNOLOGY, INC.
                       VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      PERIOD/       BALANCE AT      CHARGED TO
                                                    YEAR ENDED     BEGINNING OF      COSTS AND                     END OF
                                                      JULY 31       PERIOD/YEAR      EXPENSES      DEDUCTIONS    PERIOD/YEAR
                                                   -------------  ---------------  -------------  -------------  -----------
<S>                                                <C>            <C>              <C>            <C>            <C>
Allowance for Doubtful Accounts and Sales
  Returns........................................         1997       $     184       $     948      $     455     $     677
Allowance for Doubtful Accounts and Sales
  Returns........................................         1998       $     677       $     733      $     467     $     943
Allowance for Doubtful Accounts and Sales
  Returns........................................         1999       $     943       $     904      $     240     $   1,607
</TABLE>

                                       25
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned thereunto duly authorized, on this 28(th) day
of October, 1999.

<TABLE>
<S>                                                    <C>  <C>
                                                       PUMA TECHNOLOGY, INC.

                                                       By:               /s/ KELLY HICKS
                                                            -----------------------------------------
                                                                           Kelly Hicks
                                                                 Vice President of Operations and
Date: October 28, 1999                                               Chief Financial Officer
</TABLE>

                               POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Bradley A. Rowe and Kelly Hicks, and each
of them acting individually, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorneys-in-fact or his
substitute or substitutes, may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<CAPTION>
                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
<C>                                                    <S>                            <C>
                                                       President, Chief Executive
                 /s/ BRADLEY A. ROWE                     Officer and Director
     -------------------------------------------         (PRINCIPAL EXECUTIVE         October 28, 1999
                   Bradley A. Rowe                       OFFICER)

                /s/ STEPHEN A. NICOL
     -------------------------------------------       Senior Vice President, Sales,  October 28, 1999
                  Stephen A. Nicol                       Secretary and Director

                                                       Vice President of Operations
                   /s/ KELLY HICKS                       and Chief Financial Officer
     -------------------------------------------         (PRINCIPAL FINANCIAL AND     October 28, 1999
                     Kelly Hicks                         ACCOUNTING OFFICER)

                /s/ MICHAEL M. CLAIR
     -------------------------------------------       Chairman of the Board          October 28, 1999
                  Michael M. Clair

                 /s/ TYRONE F. PIKE
     -------------------------------------------       Director                       October 28, 1999
                   Tyrone F. Pike

                 /s/ M. BRUCE NAKAO
     -------------------------------------------       Director                       October 28, 1999
                   M. Bruce Nakao
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT NUMBER                                              EXHIBIT TITLE
----------------------  ----------------------------------------------------------------------------------------------------

<S>          <C>        <C>
       3.2           1  Certificate of Incorporation of Puma Technology, Inc., a Delaware corporation.

       3.4           1  Bylaws of Puma Technology, Inc., a Delaware corporation.

      10.1         * 2  Amended and Restated 1993 Stock Option Plan and forms of stock option agreements used thereunder.

      10.2         * 1  Puma Technology, Inc. 1996 Employee Stock Purchase Plan and form of notice of exercise used
                        thereunder.

      10.3         * 2  Puma Technology, Inc. 1998 Employee Stock Purchase Plan and form of notice of exercised used
                        thereunder.

      10.4           1  Lease Agreement dated October 18, 1995, between the Company and Photonics Corporation.

      10.5           1  Form of Indemnity Agreement for directors and officers.

      10.6       (+) 1  Software License Agreement dated as of May 30, 1995, between the Company and Toshiba Corporation.

      10.7       (+) 1  Software License Agreement dated as of September 14, 1995, between the Company and NEC Technologies,
                        Inc. and Amendment No. 1 thereto dated October 25, 1995 and Amendment No. 2 thereto dated January
                        10, 1996.

      10.8       (+) 1  Software License Agreement dated as of May 23, 1995, between the Company and NEC Corporation and
                        Amendment No. 1 thereto dated February 19, 1996.

      10.9       (+) 1  Software License Agreement dated as of May 20, 1996 between the Company and NEC Corporation.

      13.1           2  Portions of the Annual Report to Stockholders for the fiscal year ended July 31, 1999 expressly
                        incorporated by reference herein.

      21.1           1  Subsidiaries of the Registrant.

      23.1           2  Consent of PriceWaterhouseCoopers LLP, Independent Accountants.

      24.1           2  Power of Attorney (reference page 26 of this the Form-10K)

      27.1           2  Financial Data Schedule (filed in EDGAR format only).
</TABLE>

------------------------

(+)  Confidential treatment has been granted for portions of this exhibit.

*   Management contract or compensatory plan or arrangement.

1.  Incorporated by reference to the Company's Registration Statement on
    Form S-1 (File No. 333-11445).

2.  Filed herewith.

                                       27