<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K

[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                           EXCHANGE ACT OF 1934
                                     
                 For the fiscal year ended July 31, 1997 
                                    OR
                                     
[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                           EXCHANGE ACT OF 1934
                                     
           For the transition period from _______________to________________
                                     
                       Commission File Number 333-11445
                                     
                          PUMA TECHNOLOGY, INC.
          (Exact name of registrant as specified in its charter)
                                     
               DELAWARE                                   77-0349154
    (State or other jurisdiction of                    (I.R.S Employer
    incorporation or organization)                   Identification No.)

  2550 North First Street, Suite 500                        95131
         San Jose, California                             (ZIP Code)
(Address of principal executive offices)

                              (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.  [   ]

The aggregate market value of the voting stock held by non-affiliates of the 
registrant as of September 25, 1997, was approximately $62,652,000.

The number of the registrant's $0.001 par value Common Stock outstanding as 
of October 13, 1997, was 12,085,097 shares of Common Stock.

                   DOCUMENTS INCORPORATED BY REFERENCE:
                                     
Certain sections of the Proxy Statement for registrant's         PART III
1997 Annual Meeting of Stockholders to be held on 
December 10, 1997 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, 1997.          
<PAGE>

TABLE OF CONTENTS


PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
    ITEM 1.   BUSINESS  . . . . . . . . . . . . . . . . . . . . . . . . 3
    ITEM 2.   PROPERTIES  . . . . . . . . . . . . . . . . . . . . . .  19
    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 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
    ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
              ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . .  23
    EXHIBIT 11.1  . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    SCHEDULE II . . . . . . . . . . . . . . . . . . . . . . . . . . .  28


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<PAGE>

PART I

ITEM 1.  BUSINESS

    EXCEPT FOR THE HISTORICAL STATEMENTS CONTAINED HEREIN, THIS ANNUAL REPORT 
ON FORM 10-K CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITHIN THE MEANING 
OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934.  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 develops, markets and supports Mobile Data Exchange-TM- ("MDE") 
software, which allows users to easily access, exchange and synchronize 
information stored on a variety of different computing devices such as 
desktop computers and mobile computing devices, including notebook and 
handheld computers, personal electronic organizers, smart phones and smart 
pagers. The Company's MDE software is designed to improve the productivity of 
business professionals 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. Puma's IntelliSync-TM- product 
family allows "content-aware" data synchronization among a wide range of 
mobile computing devices.  Puma's 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 and, along with IntelliSync, offers solutions 
for convenient, reliable and cost-effective Mobile Data Exchange. 

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. According to International 
Data Corporation ("IDC"), portable computers represented 15.2% of total 
personal computer ("PC") shipments of 58.2 million units in 1995. IDC 
estimates that this percentage will grow to 19.6% of 117.2 million units in 
the year 2000. Other electronic consumer devices, such as personal electronic 
organizers and smart phones, are also being introduced to provide data 
storage and information management capabilities to the mobile business 
professional. The 3COM PalmPilot, Windows CE handheld PCs, Nokia 9000 
Communicator, and the Sharp Mobile Organizer are examples of popular handheld 
mobile devices. Dataquest estimates that 1.3 million handheld computers, 
including organizers and other handheld devices, were shipped worldwide in 
1995, and will grow to 5.3 million in the year 2000. IDC estimates that the 
PDA market (which includes smart pagers) will grow from 858,000 units sold 
last year to 1.8 million by the end of 1997, and out to 7.6 million in the 
year 2001.

    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 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 NT, DOS and others, 
and utilize an even greater range of information management applications, 
databases and data formats. Enabling these devices to communicate, 


                                      3
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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 3COM 
PalmPilot with Lotus Organizer on a desktop PC, 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. 

    In addition, while notebooks and a wide range of other mobile computing 
devices have increased individual productivity, they have created certain 
challenges in the areas of connectivity and synchronization of data and files 
stored on those devices and on desktop computers. Until recently, users of 
mobile computing devices were limited to cable and wired solutions as the 
only effective means to connect to their desktop computers and printing 
devices.  Most PC notebook manufacturers, and a growing number of handheld 
device manufacturers have adopted IR (infrared) as the most cost-effective, 
efficient medium for wireless connectivity in the MDE software market. Today, 
IR connectivity costs less than other connectivity technologies, requires 
less space inside a device, and is based on a single, international standard 
developed by the Infrared Data Association ("IrDA") which includes 
approximately 150 companies including Compaq, Ericsson, HP, IBM, Intel, 
Microsoft, Motorola, Nokia, Sharp and Toshiba. The Company believes the 
market for IR connectivity is significant, as IDC estimates that 1.7 million 
IR-enabled notebooks were shipped worldwide in 1995, and will grow to 20 
million in the year 2000. IDC also estimates that the percentage of 
IR-enabled notebook computers as a percentage of all notebook computers 
shipped will increase from 21.2% in 1995 to 100.0% by the year 2000. 

    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. MDE software solutions allow users to synchronize information maintained 
separately on multiple devices (e.g., 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. 

THE PUMA SOLUTION

    Puma's MDE software products, anchored by its 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. Puma's products allow the mobile 
professional to access information at low cost with easy-to-use applications, 
saving time and money. Puma's lntelliSync product family allows users to 
synchronize data on handheld mobile computing devices with data on PCs by 
virtue of Puma's patented DSX-TM- (data synchronization extensions) 
content-aware data synchronization technology. The TranXit product family is 
specifically designed to utilize IR connectivity technology for reliable, 
cost-effective file exchange, synchronization and printing. The Puma solution 
includes the following characteristics: 

INTELLIGENT, CONTENT-AWARE DATA SYNCHRONIZATION.  The Company's patented DSX 
technology provides content-aware data synchronization among a growing number 
of handheld devices and industry-leading personal information management 
software ("PIMs") and contact management and scheduling applications such as 
Lotus Organizer, Microsoft Schedule+ and Outlook, GoldMine, Symantec ACT!, 
Novell GroupWise, ON Technology Meeting Maker, NetManage ECCO, Starfish 
Sidekick 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 data translation engine, it can expand via 
device and application-specific translators to accommodate new devices and 
applications. 


                                     4
<PAGE>

WIDESPREAD SOLUTIONS FOR INTEROPERABILITY.  Puma's products provide 
connectivity and content-aware data synchronization among industry-leading 
PCs and mobile computing devices, operating systems and applications. Puma 
products operate with major PC operating systems including Windows 3.1, 
Windows for Workgroups, Windows 95 and Windows NT as well as several 
proprietary operating systems. Puma also provides interoperability across a 
wide range of industry-standard and vendor-specific applications by 
supporting multiple data formats. Puma's 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. Puma has 
bundled either TranXit or IntelliSync for Notebooks with the vast majority of 
IR-enabled notebooks shipping worldwide. 

STRATEGIC PARTNERS AND BROAD-BASED OEM ADOPTION WORLDWIDE.  Puma has 
achieved broad penetration into many of the leading OEM hardware vendors, 
including Acer, Brother, Canon, Citizen, Compaq, DEC, Epson, Fujitsu, Gateway 
2000, Hitachi, IBM, Matsushita, Mitsubishi, NEC, Olivetti, Samsung, Sanyo, 
Sharp, Texas Instruments and Zenith. This allows business professionals to 
choose virtually any mobile computing device and effectively manage data 
between a PC or server and a mobile computing device. The Company believes 
that its development projects with leading hardware and software vendors 
significantly reduce time to market for its products. 

STRATEGY

    Puma's objective is to maintain its leadership position as a worldwide 
provider of mobile data exchange software, including advanced data 
synchronization and wireless IR connectivity software, for business 
professionals. To achieve this objective, Puma has adopted the following key 
strategies: 

CREATE CROSS-PLATFORM STANDARD.  The Company's strategy is to provide 
innovative software solutions that allow a growing number of mobile computing 
devices to communicate and exchange data. These mobile devices are based on 
an increasing number of different operating systems, processor architectures, 
communications architectures and applications which utilize incompatible data 
formats. The Company plans to continue to work closely with leading operating 
system suppliers, OEMs, semiconductor manufacturers, device manufacturers and 
applications vendors that often compete with one another. The Company 
believes that its cross-platform standard will continue to be an advantage in 
providing a widely-adopted MDE software solution. 

DEVELOP MULTIPLE PRODUCTS FROM CORE TECHNOLOGIES.  The Company intends to 
leverage its core technologies and engineering experience to expand the 
breadth of its software product offerings. By leveraging its advanced 
content-aware DSX data synchronization and IR connectivity technologies, Puma 
plans to continually broaden its IntelliSync product family. In addition, as 
innovative new mobile computing devices are introduced into the market, Puma 
will leverage its engineering expertise, core technologies and relationships 
with market-leading OEMs to develop new advanced MDE software products that 
support these devices. 

EXPAND AND LEVERAGE STRATEGIC RELATIONSHIPS.  Puma currently has OEM, 
marketing or technology relationships with more than 70 hardware and software 
vendors worldwide including 3COM/U.S. Robotics, Acer, AST, AT&T Wireless, 
Canon, Casio, DEC, Ericsson, Fujitsu, Geoworks, HP, IBM, Intel, Lotus, 
Motorola, NEC, Novell, Oracle, Seiko Epson, Sharp, Texas Instruments, Toshiba 
and Unwired Planet, and 


                                     5
<PAGE>

plans to develop additional relationships with other computer and mobile 
computing device manufacturers as well as other software application vendors. 
These relationships generally enable Puma to receive product prototypes from 
hardware manufacturers and software vendors prior to their market 
introduction. The Company believes it is thereby in a strong position to 
launch complementary product offerings shortly after the commercial release 
of these companies' new hardware and software products. 

EXPAND DISTRIBUTION CHANNELS.  The Company has developed significant 
brand-name recognition with its customers by licensing its products to many 
of the world's leading computer and mobile computing device manufacturers. 
Puma seeks to leverage this brand name recognition in order to license its 
products to additional OEMs and to increase sales through major distributors, 
resellers, computer dealers, retailers and mail-order companies. In addition, 
Puma plans to continue to expand its co- and joint-marketing programs, 
channel promotions and bundling arrangements. 

INCREASE PENETRATION OF INTERNATIONAL MARKETS.  The Company has established 
an international distribution network by forming overseas relationships in 
South Africa, Asia, Australia, Europe and Canada. Puma intends to further 
develop its international distribution network by forming additional 
distribution partnerships and offering translations of its product family in 
several additional languages. The Company believes its growing international 
distribution network will further its competitive advantage over potential 
entrants into a market. 

CUSTOMERS.  Puma's current customer base consists principally of large OEMs 
in the PC market. In fiscal 1997, Toshiba accounted for approximately 21% of 
the Company's revenue. In fiscal 1996, Toshiba and NEC accounted for 
approximately 18% and 13% of the Company's revenue, respectively. In fiscal 
1995, NEC, Toshiba and Canon accounted for approximately 16%, 15% and 14% of 
the Company's revenue, respectively. No other customer accounted for greater 
than 10% of the Company's revenue in fiscal 1997, fiscal 1996 or fiscal 1995. 

    The Company licensed its products to more than 50 OEM customers in fiscal 
1997. The following is a list of customers from whom the Company recognized 
more than $100,000 in revenue in fiscal 1997: 

                      Apple         Matsushita
                      Compaq        NEC
                      Ericsson      Olivetti
                      Fujitsu       Samsung
                      GVC           Sharp
                      Gateway       Texas Instruments
                      Hitachi       Toshiba
                      IBM


PRODUCTS

    Puma offers 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 its 
advanced data synchronization and IR connectivity technologies, the Company 
is able to develop a number of products designed for a specific application, 
operating system or hardware platform.

<TABLE>
<CAPTION>
PRODUCT NAME                                DESCRIPTION                                                INTRODUCTION DATE
------------                                -----------                                                -----------------
<S>                                         <C>                                                        <C>
IntelliSync for Notebooks/IntelliSync 97    Sold through both OEM and retail channels, this            September 1997
                                            product provides PC-to-PC file transfer and 
                                            synchronization including PIM-to-PIM 
                                            synchronization over wireless IR, wired connection, 
                                            and network connections.
</TABLE>


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<PAGE>

<TABLE>
<CAPTION>
PRODUCT NAME                                DESCRIPTION                                                INTRODUCTION DATE
------------                                -----------                                                -----------------
<S>                                         <C>                                                        <C>
IntelliSync for PDA product family          Content-aware data synchronization among PC-based          August 1996
                                            applications and mobile computing devices. The 
                                            IntelliSync for PDA family include support for the 
                                            PalmPilot, Windows CE, Sharp Organizers, TI 
                                            Organizers, Nokia 9000 Communicator, and AT&T 
                                            PocketNet Service.   
IntelliSync Gold                            Designed for the corporate market, IntelliSync Gold        October 1997
                                            includes several IntelliSync-supported products in a 
                                            single package.
TranXit                                     OEM product for file transfer, synchronization and         October 1994
                                            wireless printing over IR connections
TranXit Pro                                 Retail version, including SyncPro automatic 
                                            synchronization, delta file transfer and long file         May 1996
                                            name support for Windows 95                                            
TranXit Pro Connectivity Kit                TranXit Pro plus IR-adapter hardware for the               May 1996
                                            desktop PC     
TranXit for DOS                             File transfer and synchronization over IR connections      December 1996
                                            for DOS
IntelliLink-Registered Trademark-           Data "import" and "export" among PC-based applications     September 1993
                                            and mobile computing devices
</TABLE>


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 Puma's DSX technology) 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 the PalmPilot, Windows CE, Sharp Organizers, TI Organizers, Nokia 
9000 Communicator and AT&T PocketNet Service. Based upon the Company's 
patented DSX technology, 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 will be 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.

TRANXIT.  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. 


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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. 

FUTURE PRODUCTS

INTELLISYNC FOR PDA PRODUCT FAMILY. Puma will continue to broaden the 
IntelliSync for PDA product family by providing support for new mobile 
devices, including smart phones and smart pagers as they reach the market. In 
addition, Puma will expand the application support provided with this family 
of products to include additional applications, particularly groupware 
applications.

INTELLISYNC FOR SERVERS.  Part of Puma's strategy is to bring synchronization 
solutions to the server level, both for enterprise and Internet environments. 
Puma's acquisition of Real World Solutions, along with its existing core 
technologies,  will help Puma develop, and work with other partners to 
develop such solutions.

TECHNOLOGY

    Puma's software products allow the exchange and synchronization of data 
across diverse platforms, operating systems and applications. The Company has 
developed two complementary proprietary technologies for mobile data 
exchange: DSX technology for content-aware data synchronization and IR 
connectivity. These complementary technologies, taken individually and 
together, enable Puma 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.  The Company's content-aware DSX data 
synchronization technology operates at both the file and record level to 
synchronize data among different software applications and hardware platforms 
during data transfer. With DSX technology, Puma's products allow users to 
synchronize not only files, but also the data within those files, and to 
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.  Puma's 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.  Puma's 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 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 


                                     8
<PAGE>

    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. 

IR CONNECTIVITY.  Puma's 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.  The Company's 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.

    The Company's 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. 

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

SALES AND MARKETING

    Puma primarily sells its products through more than 50 OEM customers and 
strategic partners worldwide. In fiscal 1997, Toshiba accounted for 
approximately 21% of the Company's revenue. In fiscal 1996, Toshiba and NEC 
accounted for approximately 18% and 13% of the Company's revenue, 
respectively. In fiscal 1995, NEC, Toshiba and Canon accounted for 
approximately 16%, 15% and 14% of the Company's revenue, respectively.

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

    Puma distributes its retail products through several distribution 
channels both domestically and internationally. In the United States, Puma's 
sales organization works directly with major distributors, resellers, 
computer dealers, retailers and mail order companies to distribute its retail 
packaged products. In order to further develop its brand name recognition, 
Puma plans to continue to expand its joint marketing programs, marketing 
channel promotions and bundling arrangements with its strategic partners. See 
"Business Risks-Risks Associated with Development of Retail Distribution 
Channel." 

    Revenue from OEMs was approximately 74%, 89% and 95% of revenue in fiscal 
1997, fiscal 1996 and fiscal 1995, respectively. In fiscal 1997, Toshiba 
accounted for approximately 21% of the Company's revenue.  Although several 
OEMs are subject to certain contractual minimum purchase obligations, there 
can 


                                     9
<PAGE>

be no assurance that any particular OEM will satisfy the minimum obligations. 
Weakening demand from any key OEM and the inability of the Company to replace 
revenue provided by such OEM could have a material adverse effect on the 
Company's business, operating results and financial condition. The Company 
maintains individually significant receivable balances from major OEMs. If 
these OEMs fail to meet their payment obligations, the Company's operating 
results could be materially adversely affected.  See "Business Risks-
Dependence on OEMs." 

    International revenue represented approximately 54%, 67% and 71% in 
fiscal 1997, fiscal 1996 and fiscal 1995, respectively. Puma markets and 
sells through selected distributors and republishers that focus on specific 
geographic and market segment areas. These international partners operate as 
an extension of Puma's marketing and sales organizations, developing the 
appropriate sales channels in their regions. They also work with local 
resellers as well as local offices of Puma's OEM customers to develop 
specific marketing and channel promotions for their regions. As of July 31, 
1997, the Company was represented by approximately 26 distributors and 
resellers in Africa, Asia, Australia, Canada and Europe and is continuing to 
expand its international reach as appropriate distributors or republishers 
are found. See "Business Risks-Risks Associated with International 
Operations." 

COMPETITION

    The Company expects the market for MDE software, including data 
synchronization and IR connectivity software to the extent it develops, to 
become intensely competitive. The Company currently faces direct competition 
with respect to a number of its individual products from several private 
companies, including Traveling Software, Chapura, and DataViz. In addition to 
direct competition, the Company faces indirect competition from existing and 
potential customers that provide internally developed solutions. As a result, 
the Company must educate prospective customers as to the advantage of the 
Company's products versus internally developed solutions. The Company 
currently faces 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 
Puma's 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 95 operating system may 
have the effect of reducing revenue from the Company's software if users of 
Windows 95 perceive that their data synchronization and IR connectivity needs 
are adequately met by Microsoft. Certain of the companies with which the 
Company competes or may in the future compete, including internal software 
development groups of its current and potential customers, have substantially 
greater financial, marketing, sales and support resources and may have more 
"brand-name" recognition than the Company. There can be no assurance that the 
Company will be able either to develop software comparable or superior to 
software offered by its 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 the Company expects that, in order 
to remain competitive, it may have to decrease its unit royalties on certain 
products. See "Risk Factors-Competition." 

    The principal competitive factors affecting the market for the Company's 
software are compatibility, functionality, reliability, OEM relationships and 
price. The Company believes it competes favorably overall with respect to 
these factors. 

    The Company believes 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 its 
standards-based approach will continue to allow it to compete favorably with 
larger companies whose products may not be able to support such a degree of 
interoperability. Puma's strategic relationships with hardware and software 
vendors enable it to provide interoperability among a broader range of 
applications than many of its current and potential competitors. 


                                     10
<PAGE>

CUSTOMER SUPPORT

    The Company's 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. The 
Company's current OEMs typically have software maintenance agreements with 
the Company that provide for one or more of the following services: 

TECHNICAL SUPPORT.  The Company offers technical support to OEM customers who 
have entered into agreements to license the Company's products. The Company 
provides service and support through its internal technical support 
organization. Technical support includes the maintenance of the Company's 
products in accordance with specifications contained in the Company's 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. The Company's OEMs and some of its retail channel partners provide 
telephone and initial support to end users. 

RESEARCH AND DEVELOPMENT

    The Company seeks to capitalize on its expertise in data synchronization 
and IR connectivity technology by developing products for new applications 
and increasing the functionality of existing products. The Company believes 
its core DSX and IR technologies are widely applicable, and it plans to 
continue to develop new products based on its core technologies. 

    As of July 31, 1997, the Company's engineering group consisted of 77 
full-time employees and full-time equivalent consultants who were engaged in 
product development. Product maintenance and customer support 
responsibilities are shared by engineering group employees on an as-needed 
basis. In fiscal 1997, fiscal 1996 and fiscal 1995 research and development 
expenses were $6.2 million, $3.0 million and $1.8 million, respectively. 

    The markets for Puma's products are characterized by rapidly changing 
technologies, evolving industry standards, frequent new product introductions 
and short product life cycles. The Company first introduced its TranXit 
products in October 1994. As its product families mature, the Company expects 
that their gross margins may decline. The Company's future success will 
depend to a substantial degree upon its ability to enhance its 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. The Company budgets 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 the accurate anticipation of technological and market trends. The 
introduction of new or enhanced products also requires the Company 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 the Company 
will successfully develop, introduce or manage the transition to new 
products. The Company has in the past, and may in the future, experienced 
delays in the introduction of its products, due to factors internal and 
external to the Company. Any future delays in the introduction or shipment of 
new or enhanced products, the inability of such products to gain market 
acceptance or problems associated with new product transitions could 
adversely affect the Company's operating results, particularly on a quarterly 
basis. See "Risk Factors-Risks Associated with Product Development and Timely 
Introduction of New and Enhanced Products." 


                                     11
<PAGE>

PROPRIETARY RIGHTS

    Puma relies on a combination of patent, copyright and trademark laws, 
trade secrets, confidentiality procedures and contractual provisions to 
protect its proprietary rights. The Company also believes 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. 
The Company seeks to protect its software, documentation and other written 
materials under trade secret and copyright laws, which afford only limited 
protection. The Company currently has three issued United States patents that 
expire in 2012, 2014 and 2015, respectively, and has six patent applications 
pending. In addition, the Company has 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 the 
Company's patents will not be invalidated, circumvented or challenged, that 
the rights granted thereunder will provide competitive advantages to the 
Company or that any of the Company's 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 the Company, 
if at all. Furthermore, there can be no assurance that others will not 
develop technologies that are similar or superior to the Company's technology 
or design around the patents owned by the Company. Despite the Company's 
efforts to protect its proprietary rights, unauthorized parties may attempt 
to copy aspects of the Company's products or to obtain and use information 
that the Company regards as proprietary. Policing unauthorized use of the 
Company's products is difficult, and while the Company is unable to determine 
the extent to which piracy of its 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 the Company's means of protecting its 
proprietary rights in the United States or abroad will be adequate or that 
competition will not independently develop similar technology. The Company 
has entered into source code escrow agreements with a limited number of its 
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 the Company, if the Company ceases to do 
business or if the Company fails to meet its support obligations. The Company 
also provides its source code to foreign language translation service 
providers and consultants to the Company in limited circumstances. The 
provision of source code may increase the likelihood of misappropriation by 
third parties. 

    The Company is not aware that it is infringing any proprietary rights of 
third parties. There can be no assurance, however, that third parties will 
not claim infringement by the Company of their intellectual property rights. 
The Company expects that software product developers will increasingly be 
subject to infringement claims as the number of products and competitors in 
the Company's 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, result in costly litigation, divert management's 
attention and resources or cause product shipment delays. In addition, such 
claims could require the Company 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 the Company 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 the 
Company. In the event of a successful claim of product infringement against 
the Company and failure or inability of the Company to license the infringed 
or similar technology, the Company's business, operating results and 
financial condition would be materially adversely affected. See "Risk 
Factors-Proprietary Rights, Risks of Infringement and Source Code Release." 


                                     12
<PAGE> 

EMPLOYEES

    As of July 31, 1997, the Company had 136 employees and full-time 
equivalent consultants, including 38 in sales and marketing, 77 in 
engineering and 21 in operations, finance and administration. All of the 
Company's employees are located in the United States and none are represented 
by a labor union. The Company has experienced no work stoppages and believes 
its relationship with its employees is good. 

    Competition for qualified personnel in the Company's industry is intense. 
The Company believes that its future success will depend in part on its 
continued ability to hire, train and retain qualified personnel. 

BUSINESS RISKS

LIMITED HISTORY OF OPERATIONS AND PROFITABILITY.  Puma was organized in 
August 1993 and began shipping products in October 1994.  Accordingly, the 
Company has a limited operating history upon which an evaluation of the 
Company can be based.  The Company has only been profitable in five quarters 
since inception.  The Company's results must be considered in light of the 
risks, expenses and difficulties frequently encountered by companies in their 
early stages of development, particularly companies in a new and evolving 
market such as the mobile data exchange software market.  Although the 
Company has experienced increased quarterly revenue over the last six fiscal 
quarters, such growth rates may not be sustainable and are not indicative of 
future operating results.  There can be no assurance that any of the 
Company's business strategies will be successful or that the Company's 
revenue growth or profitability will continue on a quarterly or annual basis.

RISKS ASSOCIATED WITH NEW PRODUCT DEVELOPMENT AND TIMELY INTRODUCTION OF NEW 
AND ENHANCED PRODUCTS.  The markets for the Company's products are 
characterized by rapidly changing technologies, evolving industry standards, 
frequent new product introductions and short product life cycles.  The 
Company first introduced its TranXit products in October 1994.  As its 
product families mature, the Company expects that their gross margins may 
decline.  The Company's future success will depend to a substantial degree 
upon its ability to enhance its 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.  The Company budgets 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 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 the 
accurate anticipation of technological and market trends.  The introduction 
of new or enhanced products also requires the Company 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.  The Company is 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 the Company will successfully develop, introduce or manage the 
transition to new products.  Nor can there be any assurance that the Company 
will be able to hire and retain sufficient engineering personnel to meet the 
requirements inherent in this transition.  The Company has in the past, and 
may in the future, experience delays in the introduction of its products, due 
to factors internal and external to the Company.  Any future delays in the 
introduction or shipment of new or enhanced products, the inability of such 
products to gain market acceptance or problems associated with new product 
transitions could adversely affect the Company's operating results, 
particularly on a quarterly basis.

PRODUCT CONCENTRATION; RISKS ASSOCIATED WITH NEW AND EVOLVING MARKETS.  The 
market for Mobile Data Exchange software, including wireless IR connectivity 
and advanced data synchronization software, is new and evolving.  To date, 
the Company has derived a substantial 


                                     13
<PAGE>

portion of its revenue from the licensing of its TranXit IR connectivity 
software.  Although additional products are currently being sold and 
potential products are currently under development, the Company believes that 
the TranXit and IntelliSync for Notebooks product families may continue to 
account for a substantial portion of the Company's revenue for 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 MDE software market and the possibility of future competition. As a 
result, the Company's future operating results, particularly in the near 
term, are dependent upon the continued market acceptance of TranXit and 
IntelliSync for Notebooks.  There can be no assurance that TranXit will 
continue to meet with market acceptance or that the Company will be 
successful in developing, introducing or marketing new or enhanced products.  
A 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 the Company's business, financial condition and results of 
operations.

The market for MDE software is still emerging, and there can be no assurance 
that it will continue to grow or that, even if the market does grow, TranXit  
or IntelliSync for Notebooks will be adopted. Moreover, although demand for 
TranXit and its successor product IntelliSync for Notebooks has grown in 
recent years with the Company's OEM customers, the Company has no accurate 
method of determining the extent that end-users utilize TranXit or 
IntelliSync for Notebooks.  The Company's success in generating significant 
revenue in these evolving markets will depend, among other things, on its 
ability to educate potential OEMs, retail partners and end users about the 
benefits of the Company's IR technology, to maintain and enhance its 
relationships with leading OEMs and to develop effective retail distribution 
channels.  The inability of the Company to continue to penetrate the existing 
market for MDE products or the failure of current markets to grow or new 
markets to develop or be receptive to the Company's products would have a 
material adverse effect on the Company's business, operating results and 
financial condition.  The emergence of markets for the Company's MDE products 
will also be affected by a variety of factors beyond the Company's control.  
In particular, the Company's products are designed to conform to certain 
standard IR and data communications specifications, many of which have not 
been adopted as industry standards.  There can be no assurance that these 
specifications will be widely adopted or that competing specifications will 
not emerge which will be preferred by OEMs. The emergence of markets for the 
Company's products is also critically dependent upon continued expansion of 
the market for mobile computing devices and the timely introduction and 
successful marketing and sale of notebook and desktop personal computers 
("PCs"), personal electronic organizers, smart phones and smart pagers. In 
addition, there can be no assurance that IR technology itself will be adopted 
as the standard or preferred technology for MDE or that manufacturers of 
personal computers will elect to bundle IR technology in their products.  
There can be no assurance that these or other factors beyond the Company's 
control will not adversely affect the development of markets for the 
Company's products.

DEPENDENCE ON OEMS.  Revenue from OEMs was a substantial portion of the 
Company's revenue during fiscal 1997, fiscal 1996 and fiscal 1995.  Weakening 
demand from any key OEM and the inability of the Company to replace revenue 
provided by such OEM could have a material adverse effect on the Company's 
business, operating results and financial condition.  The Company maintains 
individually significant receivable balances from major OEMs.  If these OEMs 
fail to meet their payment obligations, the Company's operating results could 
be materially adversely affected.

RISKS ASSOCIATED WITH DEVELOPMENT OF RETAIL DISTRIBUTION CHANNEL. The Company 
intends to distribute its products through distributors, major computer and 
software retailing organizations, consumer electronics stores, discount 
warehouse stores and other specialty retailers.  The Company often sells 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 
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 the Company's products could 
have a material adverse effect on the Company's 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 the Company sells to such retailers may be 
materially adversely affected by 


                                     14
<PAGE>

the terms imposed by such intermediaries, or the Company may be unable to 
sell to such retailers on the terms which the Company deems acceptable.

Retailers of the Company's 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.  The Company expects 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.  The Company's products 
constitute a relatively small percentage of each retailer's sales volume, and 
there can be no assurance that retailers will continue to purchase the 
Company's products or provide the Company's products with adequate shelf 
space and promotional support.

UNCERTAINTIES ASSOCIATED WITH ACQUISITIONS.  The Company has been involved in 
two acquisitions.  These acquisitions have been motivated by many factors 
including the desire to obtain new technologies, the desire to expand and 
enhance the Company's product lines and the desire to attract key personnel.

In July 1997, the Company acquired substantially all of the assets of Real 
World Solutions, Inc. (RWS), a developer of client/server solutions. As a 
result of the acquisition 4 new employees joined the Company.  RWS has 
incurred a cumulative loss through its acquisition by Puma on July 17, 1997 
of approximately $1.3 million on cumulative revenue of $0.5 million.

In April 1996, the Company acquired IntelliLink Corp.  As a result of the 
acquisition the Company acquired two additional product families, as well as 
other technologies.  In addition, more than 20 new employees joined the 
Company.  IntelliLink had incurred a cumulative net loss through its 
acquisition by Puma on April 30, 1996 of approximately $2.5 million on 
cumulative revenue of approximately $4.2 million.

In connection with both acquisitions, the Company's personnel have dedicated 
and will continue to dedicate substantial resources in order to achieve the 
anticipated technological benefits and operating efficiencies from 
integrating the two companies. Difficulties encountered in integrating the 
two companies' technologies and operations could adversely affect the 
Company's business, operating results and financial condition.  Accordingly, 
the increased operating expenses associated with the acquired businesses 
could have a material adverse effect on the Company's business, operating 
results and financial condition.

MANAGEMENT OF GROWTH.  The Company is currently experiencing growth and rapid 
change which has placed, and will continue to place, a significant strain on 
its administrative, operational and financial resources and increased demands 
on its systems and controls.  This growth has resulted in a continuing 
increase in the level of responsibility for both existing and new management 
personnel.  The Company anticipates that its continued growth will require it 
to recruit, hire, train and retain a substantial number of new engineering, 
managerial, sales and marketing personnel.  The Company's ability to manage 
its growth successfully will also require the Company to continue to expand 
and improve its operational, management and financial systems and controls on 
a timely basis.  For example, the Company is currently in the process of 
implementing a new management information system which will support the 
current and anticipated needs in the business.  There can be no assurance 
that the Company will be able to successfully implement such a system on a 
timely basis.  If the Company's management is unable to manage growth 
effectively, the Company's business, operating results and financial 
condition will be materially adversely affected. 

                                     15
<PAGE>

DEPENDENCE ON STRATEGIC BUSINESS RELATIONSHIPS; RISKS ASSOCIATED WITH 
THIRD-PARTY SERVICES.  The Company believes that its success is largely 
dependent on its strategic relationships with key participants in the PC and 
mobile computing device industries, including Compaq, IBM, Intel, Microsoft, 
NEC, Sharp, Texas Instruments, Toshiba and 3COM.  These relationships 
generally enable the Company to receive prototypes from hardware 
manufacturers and software vendors prior to their market introduction.  The 
Company is thereby 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 the Company's product development efforts, its business, operating 
results and financial condition and its ability to realize its strategic 
objective to be the technological leader in its industry.  In addition, the 
Company relies significantly on third-party services.  In particular, 
third-party services translate the Company's products into 13 different 
native languages.  The Company has generally been able to obtain translated, 
functional versions of its 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 the Company's 
business, operating results and financial condition.

COMPETITION.  The Company expects the market for MDE software, including data 
synchronization and IR connectivity software, to the extent it develops, to 
become intensely competitive.  The Company currently faces direct competition 
with respect to a number of its individual products from several private 
companies, including DataViz, Chapura and Traveling Software.  In addition to 
direct competition, the Company faces indirect competition from existing and 
potential customers that provide internally developed solutions.  As a 
result, the Company must educate prospective customers as to the advantage of 
the Company's products versus internally developed solutions.  The Company 
currently faces limited direct competition from major applications and 
operating systems software vendors who may choose to incorporate data 
synchronization and IR connectivity functionality into their software, 
thereby potentially reducing the need for OEMs to include the Company's 
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 95 operating system may 
have the effect of reducing revenue from the Company's software if users of 
Windows 95 perceive that their data synchronization and IR connectivity needs 
are adequately met by Microsoft.  Certain of the companies with which the 
Company competes or may in the future compete, including internal software 
development groups of its current and potential customers, have substantially 
greater financial, marketing, sales and support resources and may have more 
"brand-name" recognition than the Company. There can be no assurance that the 
Company will be able either to develop software comparable or superior to 
software offered by its 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 the Company expects that, in order 
to remain competitive, it may have to decrease its unit royalties on certain 
products.

DEPENDENCE ON KEY PERSONNEL.  The Company's success depends to a significant 
degree upon the continuing contributions of its engineering, management, 
sales and marketing personnel.  The Company has few employment contracts with 
its key personnel and does not maintain any key person life insurance 
policies.  The loss of key management or technical personnel could adversely 
affect the Company.  The Company believes that its future success will depend 
in large part upon its ability to attract and retain highly-skilled 
engineering, management, sales and marketing personnel.  Failure to recruit, 
hire, train and retain key personnel could have a material adverse effect on 
the Company's business, operating results and financial condition.

PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE. The 
Company relies on a combination of patent, copyright and trademark laws, 
trade secrets, confidentiality procedures and contractual provisions to 
protect its proprietary rights.  The Company also believes that factors such 
as the technological and creative skills of its personnel, new product 
developments, frequent 


                                     16
<PAGE>

product enhancements and name recognition are essential to establishing and 
maintaining a technology leadership position.  The Company seeks to protect 
its software, documentation and other written materials under trade secret 
and copyright laws, which afford only limited protection.  The Company 
currently has three issued United States patents that expire in 2012, 2014, 
and 2015 and has six patent applications pending.  In addition, the Company 
has 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 the Company's patents will not be invalidated, 
circumvented or challenged, that the rights granted thereunder will provide 
competitive advantages to the Company or that any of the Company's 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 the Company, if at all.  Furthermore, there can be no 
assurance that others will not develop technologies that are similar or 
superior to the Company's technology or design around the patents owned by 
the Company.  Despite the Company's efforts to protect its proprietary 
rights, unauthorized parties may attempt to copy aspects of the Company's 
products or to obtain and use information that the Company regards as 
proprietary.  Policing unauthorized use of the Company's products is 
difficult, and while the Company is unable to determine the extent to which 
piracy of its software products exists, software piracy can be expected to be 
a persistent problem.  The Company distributes its 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 the Company does 
business, in particular Taiwan, do not ensure that the Company's means of 
protecting its 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 the Company will not distribute 
its software products in the future to countries where the enforcement of 
proprietary rights may be equally or more uncertain.  The Company has also 
entered into source code escrow agreements with a limited number of its 
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 the Company, if the Company ceases to do business or 
if the Company fails to meet its support obligations.  The Company also 
provides its source code to foreign language translation service providers 
and consultants to the Company in limited circumstances.  The provision of 
source code may increase the likelihood of misappropriation by third parties.

The Company is not aware that it is infringing any proprietary rights of 
third parties.  There can be no assurance, however, that third parties will 
not claim infringement by the Company of their intellectual property rights.  
In particular, because patent applications are kept confidential by the 
Patent and Trademark Office, the Company has no means by which to monitor 
patent applications filed by its competitors, which could result in future 
infringement claims against the Company.  The Company expects that software 
product developers will increasingly be subject to infringement claims as the 
number of products and competitors in the Company's 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, result in 
costly litigation, divert management's attention and resources or cause 
product shipment delays.  In addition, such claims could require the Company 
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 the Company 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 the Company.

In the event of a successful claim of product infringement against the 
Company and failure or inability of the Company to license the infringed or 
similar technology, the Company's business, operating results and financial 
condition would be materially adversely affected.

DEPENDENCE ON LICENSED TECHNOLOGY.  The Company licenses technology on a 
non-exclusive basis from several companies for use with its products and 
anticipates that it will continue to do so in the future.  The inability of 
the Company to continue to license this technology or to license other 
necessary technology for use with its products or substantial increases in 
royalty payments under third-


                                     17
<PAGE>

party licenses could have a material adverse effect on its business, 
operating results and financial condition.  In addition, the effective 
implementation of the Company's products depends upon the successful 
operation of these licenses in conjunction with the Company's products, and 
therefore any undetected errors in products resulting from such licenses may 
prevent the implementation or impair the functionality of the Company's 
products, delay new product introductions and injure the Company's 
reputation.  Such problems could have a material adverse effect on the 
Company's business, operating results and financial condition.

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

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.  International revenue 
accounted for a significant portion of the Company's revenue in fiscal 1997, 
fiscal 1996 and fiscal 1997.  The Company expects that international revenue 
will continue to account for a significant portion of its future revenue. 
Revenue from the Company's 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 the Company's 
business, operating results and financial condition.  Although the Company's 
revenue is currently denominated in U.S. dollars, fluctuations in currency 
exchange rates could cause the Company's 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 the Company's operating results.  Royalty income by the Company from 
customers in certain countries, such as Japan and Taiwan, is subject to 
withholding income taxes.  The amount and mix of the Company's income derived 
from such customers will impact the Company's provision for income taxes.  
Differences in the amount and mix of the Company's income actually derived 
from customers subject to foreign withholding taxes as compared to the 
amounts forecasted by the Company may adversely impact the Company's income 
tax rate.

POTENTIAL VOLATILITY OF STOCK PRICE.  The trading price of the Company's 
Common Stock is likely to be highly volatile and may be significantly 
affected by factors such as actual or anticipated fluctuations in the 
Company's operating results; announcements of technological innovations; new 
products or new contracts by the Company or its 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 


                                     18
<PAGE>

market prices for the common stocks of technology companies.  These broad 
market fluctuations may materially adversely affect the market price of the 
Company's Common Stock.

DEPENDENCE ON YEAR 2000 COMPLIANCE OF THIRD-PARTY PRODUCTS.  The Company's 
synchronization software products operate as a conduit for data from handheld 
devices to personal information manager software ("PIMs").  The Company has 
no control as to whether the hardware devices and PIMs that the Company's 
software supports will accurately process date and time data from, into and 
between the 20th and 21st centuries.  The Company and its business may be 
adversely affected should the third-party products with which the Company's 
software functions fail to accommodate the change in date from December 31, 
1999 to January 1, 2000.  

ITEM 2.  PROPERTIES

    The Company's 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. The Company also leases approximately 11,980 square 
feet in a single building in Nashua, New Hampshire under a lease that expires 
in May 2002. 

    Management believes that its current facilities are adequate for its 
needs through the next twelve months, and that, should it be needed, suitable 
additional space will be available to accommodate expansion of the Company's 
operations on commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS

    None.

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

    No matters were submitted to a vote of security holders of the Company 
subsequent to the Company's initial public offering in December 1996.
 
EXECUTIVE OFFICERS AND DIRECTORS
 
The executive officers and directors of the Company are as follows:
 
NAME                   AGE  POSITION
------------------------------------------------------------------------------
Bradley A. Rowe        37   President, Chief Executive Officer and Director
Stephen A. Nicol       37   Senior Vice President, Sales and Director
M. Bruce Nakao         53   Senior Vice President, Finance and Administration, 
                            and Chief Financial Officer
Michael M. Clair       49   Chairman of the Board
Tyrone F. Pike         43   Director
Robert D. Rutner, DDS  39   Director

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 


                                     19
<PAGE>

management company, including Director of Western Area Sales. 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. NAKAO joined the Company in June 1996 as Chief Financial Officer and 
Senior Vice President, Finance and Administration. Prior to joining the 
Company, from May 1986 to June 1996, he 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 an M.B.A. degree from Stanford University.

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 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 an 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 a Director of Citrix Systems, a supplier of multi-user 
application server products. 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 holds an A.B. degree in architecture from Princeton University.

DR. RUTNER became a Director of the Company in October 1993. He has practiced 
dentistry since August 1985 as proprietor of the Serra Park Dental Group. He 
holds a B.S. degree in biochemistry from the University of California at 
Davis, an M.S. degree in biochemistry from the University of California at 
Davis and a D.D.S. degree from Georgetown University. Dr. Rutner is a 
director of several private companies in Silicon Valley.


                                     20
<PAGE>

PART II

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

    The Company completed its initial public offering of Common Stock in 
December 1996, at $9.50 per share, and the Common Stock of the Company began 
trading in the over-the-counter market 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 December 5, 1996 through July 31, 1997.  
These prices reflect inter-dealer prices, without retail mark-up, mark-down 
or commission, and may not necessarily represent actual transactions.

    1997                                                         HIGH    LOW
    ----                                                         ----    ---
    Period from December 5, 1996 to January 31, 1997            $19.25  $ 9.50 
    Third fiscal quarter (February 1, 1997 to April 30, 1997)    16.25    5.75 
    Fourth fiscal quarter (May 1, 1997 to July 31, 1997)         11.25    7.63 


    As of September 25, 1997, there were approximately 125 stockholders of 
record of the Company's Common Stock and 12,086,823 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 four years ended July 31, 1997, which 
appears on page 13 in the Registrant's Annual Report to Stockholders for the 
fiscal year ended July 31, 1997 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 14-19 of the 
Registrant's Annual Report to Stockholders for the fiscal year ended July 31, 
1997 under the caption "Management's Discussion and Analysis", which is 
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The financial statements, together with the report thereon of Price 
Waterhouse LLP dated August 25, 1997, appearing on pages 20-35 of the 
Registrant's Annual Report to Stockholders for the fiscal year ended July 31, 
1997 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

    There were no disagreements with accountants on accounting and financial 
disclosure.

PART III

ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
    
    Information relating to the directors and executive officers of the 
Company is set forth in Part I Item 4 of this report under the caption 
"Executive Officers and Directors of the Registrant." 

ITEM 11. EXECUTIVE COMPENSATION

    The information required by this Item is incorporated by reference from 
the definitive proxy statement for the Company's 1997 annual meeting of 
stockholders to be filed with the Commision 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 "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" 
and "Executive Compensation and Other Matters - Compensation Committee 
Interlocks and Insider Participation in Compensation Decisions."

                                     22
<PAGE>

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, 1997 are filed as part of this report:

         Report of Independent Accountants. 
    
         Consolidated Balance Sheets at July 31, 1997 and 1996.
    
         Consolidated Statements of Operations for the three
         fiscal Years Ended July 31, 1997.
    
         Consolidated Statements of Stockholders' Equity for the
         three fiscal Years Ended July 31, 1997.

         Consolidated Statements of Cash Flows for the three
         fiscal Years Ended July 31, 1997.
         
         Notes to Consolidated Financial Statements.
         
           2.  Supplemental Schedules.

         Report of Independent Accountants on Financial Statement Schedule.
         
         Schedule II - Valuation and Qualifying Accounts.
         
              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
         
    (b)    1.  Reports on Form 8-K

    On July 31, 1997, the Company filed a report on Form 8-K (the "Form 8-K") 
    relating to a definitive Asset Acquisition Agreement (the "Agreement") 
    dated July 16, 1997 between the Company and Real World Solutions, Inc. 
    ("RWS"), whereby the Company acquired substantially all of the assets and 
    assumed all of the liabilities of RWS on such date.
    
    (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 10-K.

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


                                     23
<PAGE>

EXHIBIT NUMBER                          EXHIBIT TITLE

     1.1     1  Form of Underwriting Agreement (draft dated November 8, 1996).
     2.1     1  Agreement and Plan of Merger by and between Puma Technology, 
                 Inc., a California corporation, and Puma Technology, Inc., a 
                 Delaware corporation.
     3.1     1  Articles of Incorporation of Puma Technology, Inc., a 
                 California corporation.
     3.2     1  Certificate of Incorporation of Puma Technology, Inc., a 
                 Delaware corporation.
     3.3     1  Bylaws of Puma Technology, Inc., a California corporation.
     3.4     1  Bylaws of Puma Technology, Inc., a Delaware corporation.
     4.1     1  Specimen Stock Certificate of the Registrant.
     5.1     1  Opinion of Gray Cary Ware & Freidenrich, A Professional 
                 Corporation.
    10       1  Agreement and Plan of Merger dated April 30, 1996 among the 
                 Company, IntelliLink Corp. and certain holders of 
                 IntelliLink Corp.
    10.1     1  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     1  Lease Agreement dated October 18, 1995, between the Company 
                 and Photonics Corporation.
    10.4     1  Form of Indemnity Agreement for directors and officers.
    10.5+    1  Software License Agreement dated as of May 30, 1995, between 
                 the Company and Toshiba Corporation.
    10.6+    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.
    10.7+    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.
    10.8+    1  Software License Agreement dated as of May 20, 1996 between 
                 the Company and NEC Corporation.
    10.9     1  IntelliLink Corp. 1992 Incentive Stock Option Plan and forms 
                 of stock agreements used thereunder.
    11.1     2  Statement regarding Computation of Net Income Per Share.
    13.1     2  Portions of the Annual Report to Stockholders for the fiscal 
                 year ended July 31, 1997 expressly incorporated by reference 
                 herein.
    21.1     1  Subsidiaries of the Registrant.
    23.1     2  Consent of Price Waterhouse LLP, Independent Accountants.
    24.1     2  Power of Attorney  (reference page 27 of this Form 10-K)
    27.1     2  Financial Data Schedule (filed in EDGAR format only).


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

   1.   Incorporated by reference to identically numbered Exhibit to the 
        Company's Registration Statement on Form S-1.

   2.   Filed herewith.


                                     24
<PAGE>

    REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE


To the Board of Directors of Puma Technology, Inc.

Our audits of the consolidated financial statements referred to in our report 
dated August 25, 1997 appearing in the 1997 Annual Report to Stockholders 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 Schedule listed in Item 14(a) of this 
Form 10-K.  In our opinion, this Financial Statement Schedule presents 
fairly, in all material respects, the information set forth therein when read 
in conjunction with the related consolidated financial statements.

Price Waterhouse LLP

San Jose, California
August 25, 1997


                                     25
<PAGE>

SCHEDULE II


                            PUMA TECHNOLOGY, INC.

                      VALUATION AND QUALIFYING ACCOUNTS

                              (IN THOUSANDS)

<TABLE>
<CAPTION>

                                      PERIOD/       BALANCE AT    CHARGED TO     DEDUCTIONS            END OF
                                   YEAR ENDED     BEGINNING OF     COSTS AND                      PERIOD/YEAR
                                      JULY 31      PERIOD/YEAR      EXPENSES
<S>                                      <C>            <C>            <C>            <C>             <C>
Allowance for Doubtful                   1995           $  -           $  -           $   -           $  - 
  Accounts and Sales Returns
Allowance for Doubtful                   1996           $  -           $184           $   -           $184 
  Accounts and Sales Returns
Allowance for Doubtful                   1997           $184           $948           $ 455           $677 
  Accounts and Sales Returns
</TABLE>


                                     26
<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 
28th day of October, 1997.

                                       Puma Technology, Inc.



    Date:  October 28, 1997            By:  /s/ M. Bruce Nakao
                                            --------------------------

                                            M. Bruce Nakao
                                            Senior Vice President and
                                            Chief Financial Officer


                              POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below hereby constitutes and appoints Bradley A. Rowe and M. Bruce 
Nakao, 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
--------------------------------------------------------------------------------------
<S>                                <C>                                <C>
/s/ BRADLEY A. ROWE                President, Chief Executive         October 28, 1997
-----------------------------      Officer and Director
Bradley A. Rowe                    (PRINCIPAL EXECUTIVE OFFICER)

/s/ STEPHEN A. NICOL               Senior Vice President,             October 28, 1997
-----------------------------      Sales and Secretary
Stephen A. Nicol

/s/ M. BRUCE NAKAO                 Senior Vice President and,         October 28, 1997
-----------------------------      Chief Financial Officer
M. Bruce Nakao

/s/ MICHAEL M. CLAIRE
-----------------------------      Chairman of the Board              October 28, 1997
Michael M. Claire

/s/ TYRONE F. PIKE                 Director                           October 28, 1997
-----------------------------
Tyrone F. Pike

/s/ Dr. ROBERT A. RUTNER, DDS      Director                           October 28, 1997
-----------------------------
Dr. Robert A. Rutner, DDS
</TABLE>



                                      27