---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A(Amendment No. 1)

|(MARK ONE) |                                                                                     
|---------- | ------------------------------------------------------------------------------------
|ý          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: February 28, 2002

|o | 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 000-25249

---

INTRAWARE, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

68-0389976(I.R.S. Employer Identification Number)25 Orinda Way, Orinda, CA 94563(Address of principal executive offices)

94563(Zip Code)


Registrant's telephone number, including area code:(925) 253-4500

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

Securities registered pursuant to Section 12(g) of the Act:
Title of ClassCommon Stock, $0.0001 par value

---

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 ý    No o

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. o

The
aggregate market value of voting stock held by non-affiliates of the registrant as of May 10, 2002, was $33,333,472 based upon the last sales price reported for
such date on The Nasdaq National Market. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant, have been excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive.

At
May 10, 2002 registrant had outstanding 41,623,928 shares of Common Stock.

Explanatory Note

Intraware is filing this Amendment to its Annual Report on Form 10-K for the year ended February 28, 2002, to delete from the list of
exhibits the Alliance Agreement dated January 15, 2002, between Globetrotter Software, Inc. and Intraware. We are deleting this agreement from the list of exhibits because we have
determined that it was not at the time we filed the original Annual Report on Form 10-K, and is not currently, a material contract under applicable Securities and Exchange
Commission rules. We are not refiling or amending our financial statements or financial statement schedules, or making any other changes to the exhibits.

---

---

---

PART IV

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

See
Item 8 above.

2.    FINANCIAL STATEMENT SCHEDULES

See
Page 45 below.



|Exhibit
Number |  |                                                                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(3)         |  | Agreement and Plan of Reorganization dated as of June 9, 2000, as amended, by and among Intraware, Steelers Acquisition Corp., Janus Technologies, Inc. and the shareholders named therein.                                   
|2.2(14)        |  | Asset Purchase Agreement dated as of May 15, 2002 by and between Intraware, Inc. and Computer Associates International, Inc. (the Registrant agrees to furnish a copy of any omitted schedule to the Commission upon request.)
|3.1(i).1(10)   |  | Amended and Restated Certificate of Incorporation of Intraware.                                                                                                                                                               
|3.1(i).2(8)    |  | Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock.                                                                                                                                  
|3.1(i).3(10)   |  | Certificate of Elimination of Series B Certificate of Designation Preference and Rights of Series B Convertible Preferred Stock.                                                                                              
|3.1(i).4(10)   |  | Certificate of Designation Preference and Rights of Series B-1 Convertible Preferred Stock.                                                                                                                                   
|3.2(11)        |  | Amended and Restated Bylaws of Intraware.                                                                                                                                                                                     
|4.1(1)         |  | Specimen Common Stock Certificate.                                                                                                                                                                                            
|4.2(4)         |  | Form of Warrant issued in connection with the June 2000 sale of Series A, B and C Preferred Stock.                                                                                                                            
|4.3(7)         |  | Form of Warrant issued in connection with the January 2001 sale of Series A Convertible Preferred Stock.                                                                                                                      
|4.4(8)         |  | Form of Warrant issued in connection with the April 2001 sale of Series B Convertible Preferred Stock.                                                                                                                        
|4.5(15)        |  | Warrant dated May 22, 2001.                                                                                                                                                                                                   
|10.1(1)        |  | Form of Indemnification Agreement between Intraware and each of its directors and officers.                                                                                                                                   
|10.2(12)       |  | 1996 Stock Option Plan, as amended, and form of agreements thereunder.                                                                                                                                                        
|10.3(1)        |  | 1998 Employee Stock Purchase Plan and form of agreements thereunder.                                                                                                                                                          
|10.4(12)       |  | 1998 Director Option Plan and form of agreements thereunder.                                                                                                                                                                  
|10.5(1)        |  | Form of Registration and Information Rights Agreement.                                                                                                                                                                        
|10.6(1)        |  | Sleepy Hollow Investment Company Office Lease made August 23, 1996 between Sleepy Hollow Investment Company and Intraware.                                                                                                    
|               |  |                                                                                                                                                                                                                               

---

|10.7(1)   |  | First Amendment to the Lease for Intraware entered into as of May 5, 1997 by and between Intraware and Sleepy Hollow Investment Company I.                     
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8(1)   |  | Second Amendment to the Lease for Intraware entered into as of March 31, 1998 by and between Intraware and Sleepy Hollow Investment Company I.                 
|10.9(1)   |  | Master Lease Agreement dated September 9, 1998 between Comdisco, Inc. and Intraware.                                                                           
|10.10(1)  |  | Addendum and Equipment Schedules to the Master Lease Agreement dated as of September 9, 1998 between Intraware, as Lessee and Comdisco, Inc., as Lessor.       
|10.11(2)+ |  | Intraware Services Agreement effective as of July 1, 1999, between Sun Microsystems, Inc. and Intraware.                                                       
|10.12(2)  |  | Sun Channel Agreement Master Terms effective as of September 1, 1999 between Sun Microsystems, Inc.                                                            
|10.13(6)  |  | Registration Rights Agreement dated as of January 10, 2001, by and among Intraware and the investors set forth therein.                                        
|10.14(7)  |  | Registration Rights Agreement, dated January 12, 2001, by and among Intraware and the investors set forth therein.                                             
|10.15(8)  |  | Form of Registration Rights Agreement dated April 2, 2001, by and among Intraware and the investors set forth therein.                                         
|10.16(7)  |  | Preferred Stock and Warrant Purchase Agreement, dated January 12, 2001, by and among Intraware and the investors set forth therein.                            
|10.17(6)  |  | Form of Redemption and Amendment Agreement, dated as of January 10, 2001, by and among Intraware and the investors set forth therein.                          
|10.18(4)  |  | Securities Purchase Agreement dated as of June 29, 2000 by and among Intraware and the investors listed on the Schedule of Buyers.                             
|10.19(8)  |  | Form of Subscription Agreement, dated April 2, 2001, between Intraware and the purchasers of Intraware's Series B Convertible Preferred Stock.                 
|10.20(8)  |  | Form of Placement Agency Agreement, dated April 2, 2001 between Intraware and the placement agent for the offering of the Series B Convertible Preferred Stock.
|10.21(9)  |  | Form of Change of Control Severance Agreement between Intraware, Inc. and certain executive officers of Intraware.                                             
|10.22(10) |  | Form of Warrant relating to Company's Bridge Financing.                                                                                                        
|10.23(10) |  | Exchange Agreement, dated August 31, 2001 by and among Intraware and the investors named therein.                                                              
|10.24(10) |  | Registration Rights Agreement, dated August 31, 2001 by and among Intraware, Inc. and the investors named therein.                                             
|10.25(13) |  | Sales Alliance Agreement dated June 28, 2001 between Corpsoft, Inc. and Intraware, Inc.                                                                        
|23.1(15)  |  | Consent of Independent Accountants.                                                                                                                            
|99.1      |  | Certifications pursuant to 18 U.S.C. Section 1350, As Adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                       

---

---

None.

See Item 14(a)(3) above.

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1933, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                     |  | INTRAWARE, INC.
|-------------------- |  | ---------------
|Dated: June 12, 2003 |  | By:            

Chief Executive Officer Certification

I, Peter H. Jackson, President and Chief Executive Officer of Intraware, Inc., certify that:

Dated:
June 12, 2003

|/s/PETER H. JACKSONPeter H. Jackson President and Chief Executive Officer
of Intraware, Inc.
(Principal Executive Officer) |  | 
|-------------------------------------------------------------------------------------------------------------------------- |  | 

Chief Financial Officer Certification

I, Wendy A. Nieto, Chief Financial Officer and Senior Vice President of Finance of Intraware, Inc., certify that:

Dated:
June 12, 2003

|/s/WENDY A. NIETOWendy A. Nieto Chief Financial Officer and Senior Vice
President of Finance of Intraware, Inc.
(Principal Financial Officer) |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | 

---

QuickLinks