** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

**(AMENDMENTNO. 1 TO FORM 10-K)**

 

**(MARK ONE)**

ý  **ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thefiscal year ended February 29, 2004**

 

**OR**

 

o**  TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For thetransition period from              to              **

 

**CommissionFile Number 000-25249**

 

**INTRAWARE, INC.**

(Exact name ofRegistrant as Specified in its Charter) 

 

| **Delaware**                                                     |   | **68-0389976**                          |
|------------------------------------------------------------------|--------|-----------------------------------------|
| (State or Other Jurisdiction of Incorporation or   Organization) |   | (I.R.S. Employer Identification Number) |

** **

**25 Orinda Way, Orinda California****94563**

(Address of PrincipalExecutive Offices including Zip Code)

 

**(925)253-5000**

(Registrant’s TelephoneNumber, Including Area Code)

 

Securities Registeredpursuant to Section 12(g) of the Act:

#### **COMMON STOCK , $0.0001 PAR VALUE**

 

Securities registered pursuant to Section12(b) of the Act: **None**

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes ý    No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act). Yes o    No ý

 

Theaggregate market value of the voting and non-voting common equity held bynon-affiliates, computed by reference to the price at which the common equitywas last sold as of the last business day of the registrant’s most recentlycompleted second fiscal quarter, is $63,547,726.74. For purposes of thisdisclosure, shares of common stock held by persons who hold more than 10% ofthe outstanding shares of common stock and shares held by officers anddirectors of the registrant, have been excluded in that such persons may bedeemed to be affiliates. This determination is not necessarily conclusive.

 

Asof April 20, 2004, the registrant had outstanding 59,691,122 sharesof common stock.

 

 

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**ExplanatoryNote**

 

Theundersigned Registrant hereby amends the Form 10-K originally filed on May 5,2004 (the “Form 10-K”) relating to the Registrant’s Annual Report filingobligations pursuant to Section 13 or 15(d) of the Exchange Act solely for thepurpose of filing Exhibits A and B to Exhibit 10.33 which were omitted from theForm 10-K.  This Form 10-K/A does notreflect events occurring after the filing of the Form 10-K, or modify or updatethe disclosures therein in any way other than as required to reflect theamendment set forth below.

 

**PART IV**

 

**ITEM 15: EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

 

(a)(3) Exhibits.  Certain information on Exhibits A and B wasomitted from Exhibit 10.33.  Theundersigned Registrant hereby submits such Exhibits to Exhibit 10.33 to itsForm 10-K.

 
| **Exhibit   Number** |   | **Description**                                                                                                                                                                     |
|----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                |
| 10.33(A)+            |   | Exhibits A and B to  Amendment Two to Sales Alliance Agreement dated June 28, 2001 between  Intraware, Inc. and Software Spectrum, Inc. (as successor-in-interest  CorpSoft, Inc.). |
|                 |   |                                                                                                                                                                                |
| 31.1                 |   | Certification of the  Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act  of 2002.                                                                        |
|                 |   |                                                                                                                                                                                |
| 31.2                 |   | Certification of the  Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act  of 2002.                                                                        |

 

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+Confidential treatment has been requested for certain portions of this exhibit.

 

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**SIGNATURES**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Companyhas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized on October 5, 2004.

 
|   |   | INTRAWARE,  INC. |
|--------|--------|------------------|
|   |   |             |
|   |   | By:              | /s/  PETER H. JACKSON |   |
|   |   |             | Peter H. Jackson |
|   |   |             | *Chairman, Chief Executive Officer and President* |

 

 

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