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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 AMENDMENT NO. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
 For the transition period from ___to ___
 Commission file number 000-29637
 SELECTICA, INC.
  Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
    
    77-0432030
(I.R.S. Employer
Identification No.)3 West Plumeria Drive, San Jose, California
(Address of Principal Executive Offices)
    
    95134-2111
(Zip Code)
 Registrants telephone number, including area code: (408) 570-9700
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
  þ o
 o
  þ o




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FORM 10-K/A
 TABLE OF CONTENTS
  
 Item
    
    
    
    Page No.PART III10.
    
    Directors and Executive Officers of the Registrant
    
    
    111.
    
    Executive Compensation
    
    
    412.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    1013.
    
    Certain Relationships and Related Transactions
    
    
    1214.
    
    Principal Accountant Fees and Services
    
    
    13Signatures
    
    
    14EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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##### Table of Contents



EXPLANATORY NOTE
  PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Directors
  Positions and OfficesYear Term
    
    Held with theDirector
    
    Age
    
    Expires
    
    CompanyJames Arnold, Jr.(1)(2)(3)
    
    
    48
    
    
    
    2007
    
    
    DirectorJohn Fisher(1)(2)
    
    
    46
    
    
    
    2006
    
    
    DirectorMichael Lyons(1)(2)
    
    
    63
    
    
    
    2006
    
    
    DirectorDr. Sanjay Mittal
    
    
    52
    
    
    
    2005
    
    
    DirectorThomas Neustaetter(1)(2)(3)
    
    
    53
    
    
    
    2005
    
    
    DirectorVincent Ostrosky
    
    
    43
    
    
    
    2007
    
    
    Chairman of the Board, Presidentand Chief Executive Officer
 
 (1)
    
    Member of Compensation Committee(2)
    
    Member of Audit Committee(3)
    
    Member of Nominating Committee James Arnold, Jr.
 John Fisher
 Michael Lyons
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##### Table of Contents



Dr. Sanjay Mittal,
 Thomas Neustaetter
 Vincent G. Ostrosky
 Non-Director Executive Officers
  Name
    
    
    Age
    
    
    PositionStephen Bennion
    
    
    58
    
    
    Executive Vice President and Chief Financial Officer
 Stephen R. Bennion
 Audit Committee
  2




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##### Table of Contents



Stockholder Director Nominations
     Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics for Chief Executive Officer and Senior Financial Officers and Code of Business Conduct
  3




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ITEM 11. EXECUTIVE COMPENSATION
  Summary Compensation Table
 Long-Term CompensationAnnual Compensation
    
    AwardsSecuritiesFiscal
    
    
    
    
    
    
    
    
    
    Other Annual
    
    Restricted Stock
    
    Underlying
    
    All OtherName and Principal Position
    
    Year
    
    Salary($)
    
    Bonus ($)
    
    Compensation ($)
    
    Awards ($)
    
    Options (#)
    
    Compensation($)Stephen Bennion (1)
    
    
    2005
    
    
    
    257,227
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    Executive Vice President
    
    
    2004
    
    
    
    250,000
    
    
    
    222,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and Chief Financial Officer
    
    
    2003
    
    
    
    231,250
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    Vincent Ostrosky (2)
    
    
    2005
    
    
    
    178,333
    
    
    
    200,000
    
    
    
    79,523
    (3)
    
    
    51,000
    (4)
    
    
    1,650,000
    
    
    
    1,175
    (5)Chairman, President and
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive Officer
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Served as President and Chief Executive Officer (Interim) from September 2003 to October
2004.(2)
    
    Commenced serving as Chairman, President and Chief Executive Officer in October 2004.(3)
    
    Represents amounts reimbursed pursuant to Mr. Ostroskys Employment Agreement for the payment
of taxes with respect to his restricted stock award.(4)
    
    The amount of $51,000 represents a grant of 15,000 restricted shares of the Companys Common
Stock awarded to Mr. Ostrosky pursuant to his Employment Agreement. All of the shares vest
when he completes one year of service with the Company. The shares have the same dividend
rights as other shares of the Companys Common Stock. As of March 31, 2005, Mr. Ostrosky held
15,000 restricted shares of the Companys Common Stock with a market value of $48,300.(5)
    
    Represents premiums on term life insurance maintained by the Company for Mr. Ostroskys
benefit pursuant to his Employment Agreement. Options Granted in Last Fiscal Year
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Individual Grants
    
    Value at AssumedNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annual Rates ofSecurities
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock PriceUnderlying
    
    % of Total Options
    
    
    
    
    
    
    
    
    
    Appreciation forOptions
    
    Granted to Employees
    
    Exercise
    
    Expiration
    
    Option TermName
    
    Granted (#)
    
    in Fiscal Year 2005
    
    Price ($/Sh)
    
    Date
    
    5% ($)
    
    10% ($)Stephen Bennion (1)
    
    
    250,000
    
    
    
    6.94
    %
    
    
    3.40
    
    
    
    1/19/2015
    
    
    
    534,375
    
    
    
    1,354,105Vincent Ostrosky (2)
    
    
    1,650,000
    
    
    
    45.83
    %
    
    
    3.40
    
    
    
    1/19/2015
    
    
    
    3,526,877
    
    
    
    8,937,096
 
 (1)
    
    The options become exercisable for 1/48th of the shares when Mr. Ostrosky
completes each month of continuous employment after his start date with the Company (October
21, 2004). In the event that the Company is subject to a change in control, the options
become exercisable for 50% of the remaining unvested shares. If Mr. Ostrosky is subject to an
involuntary termination within 24 months after the change in control, the options become
exercisable for all remaining shares. The options have a term of 10 years but will expire
earlier if Mr. Ostroskys service terminates. The options were granted to Mr. Ostrosky in
lieu of the grant contemplated by the employment agreement dated October 1, 2004, between him
and the Company. (The grant described in the employment agreement would have covered
1,300,000 shares but would have provided for an exercise price equal to 85% of the closing
price of the Companys Common Stock on the date of grant.)(2)
    
    The option becomes exercisable for 1/48th of the shares when Mr. Bennion completes
each month of continuous employment after the date of grant. In the event that the Company is
subject to a change in control and Mr. Bennion is subject to an involuntary termination within
12 months thereafter, the option becomes exercisable for the greater of (a) an additional 25%
of the total number of shares or (b) 50% of the remaining unvested shares. The option has a
term of 10 years but will expire earlier if Mr. Bennions service terminates.
 Fiscal Year End Option Values
  Number of SecuritiesUnderlying Unexercised
    
    Value of Unexercised In-Options at Fiscal Year-End
    
    The-Money Options at Fiscal(#)
    
    Year-End ($)(1)Name
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableStephen Bennion
    
    
    435,416
    
    
    
    314,584
    
    
    
    222,500
    
    
    
    49,500Vincent Ostrosky
    
    
    171,875
    
    
    
    1,478,125
    
    
    
    0
    
    
    
    0
 
 (1)
    
    Based on the fair market value of the Companys Common Stock on March 31, 2005 ($3.22 per
share), which is the closing price on March 31, 2005 on the Nasdaq Stock Market. Director Compensation
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Employment Contracts, Termination of Employment and Change in Control Arrangements
 th
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Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
   General Compensation Policy.
  
    
    Risk and Reward:A significant portion of an executives compensation should be tied to
his performance and contributions to the success of the Company.
    
    Pay for Performance:If an executive performs at a higher level, then the executive
should be rewarded with a higher level of compensation. Similarly, if performance is below
minimum expectations, then there should be a lower level
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
    
    Compensate Competitively:The Compensation Committee compares its compensation programs
to those of other companies of comparable size and in similar industries and establishes
compensation programs that are substantially at market.
  
    
    Base Salary:The Compensation Committee established the base salary of the Companys
newly hired executive officer based on comparisons with executive salary surveys derived
from market data for officers and executives in competitive public software companies (the
peer companies). The level of base salary set for the Companys executive officers to date
has been comparable to the average of the surveyed compensation data for the peer companies.
Additionally, each executives base pay was positioned relative to the total compensation
package, including cash incentives and equity-based incentives and, if applicable, reflects
the additional responsibilities and positions assumed by an executive.
    
    Equity-Based Incentives.Stock options are designed to align the interests of each
executive with those of the stockholders. During fiscal 2005, the Compensation Committee
granted stock options to a newly hired executive officer in connection with his employment
commencement but did not grant any options to its existing Named Officers. In determining
the size of the initial option grant to the newly hired officer, the Compensation Committee
considered the option number that would be competitive with grants to similar officers of
peer companies. The Compensation Committee believes that stock options provide added
incentive for executives to influence the strategic direction of the Company and to create
and grow value for customers, bringing new products to market, and creating the foundation
for future growth for the stockholders and employees. The per share exercise price of the
options is equal to the Companys per share fair market value on the option grant date.
 CEO Compensation:
 Tax Limitation.
  Tom NeustaetterJohn FisherMichael Lyons
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Stock Performance Graph
   
  9




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The Nasdaq Stock Market-U.S. Index and the S&P Market
Total Return to Stockholders
(Dividends reinvested monthly)
 Cumulative Total Return3/00
    
    3/01
    
    3/02
    
    3/03
    
    3/04
    
    3/05SELECTICA, INC.
    
    
    100.00
    
    
    
    5.89
    
    
    
    4.37
    
    
    
    3.33
    
    
    
    6.19
    
    
    
    3.65NASDAQ STOCK MARKET (U.S.)
    
    
    100.00
    
    
    
    47.07
    
    
    
    41.31
    
    
    
    21.97
    
    
    
    38.41
    
    
    
    37.26S & P APPLICATION SOFTWARE
    
    
    100.00
    
    
    
    37.69
    
    
    
    45.75
    
    
    
    23.14
    
    
    
    32.62
    
    
    
    36.82
   
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Equity Compensation Plan Information
  Stock Ownership of Certain Beneficial Owners and Management
   10




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Shares Beneficially Owned as ofJune 30,2005(1)Name and Address of Beneficial Owners
    
    Number of Shares
    
    Percentage of ClassSanjay Mittal (2)
    
    
    1,328,494
    
    
    
    3.93
    %Vincent Ostrosky (3)
    
    
    358,750
    
    
    
    1.08
    %Thomas Neustaetter (4)
    
    
    1,251,351
    
    
    
    3.80
    %Stephen Bennion (5)
    
    
    518,923
    
    
    
    1.56
    %John Fisher (6)
    
    
    479,629
    
    
    
    1.46
    %Michael Lyons (7)
    
    
    131,662
    
    
    
    *James Arnold (8)
    
    
    22,916
    
    
    
    *All executive officers and directors as a group (7
persons) (9)
    
    
    4,091,725
    
    
    
    11.74
    %5% ShareholdersDimensional Fund Advisors, Inc. (10)
    
    
    2,783,272
    
    
    
    8.51
    %1299 Ocean AvenueSanta Monica CA 90401Fuller & Thaler Asset Management, Inc. (10)
    
    
    2,431,650
    
    
    
    7.43
    %411 Borel Avenue, Suite 402San Mateo CA 94402Trilogy Holdings Corporation (10)
    
    
    2,250,994
    
    
    
    6.88
    %c/o Trilogy, Inc.6011 West Courtyard Drive, Suite 300Austin TX 78730
 
 *
    
    Less than 1% of the outstanding shares of Common Stock.(1)
    
    The number of shares of Common Stock deemed outstanding includes shares issuable pursuant to
stock options that may be exercised within 60 days after June 30, 2005. Percentage of ownership
is based on 32,865,885 shares of Common Stock outstanding on June 30, 2005, plus shares of common
stock subject to options or exercisable within 60 days of June 30, 2005 and held
by each listed person. Shares of Common Stock subject to options
exercisable within 60 days of June 30, 2005 are deemed outstanding for purposes of computing the
percentage ownership of the person holding such options but are not deemed outstanding for computing
the percentage ownership of any other person.(2)
    
    Includes options exercisable for 956,944 shares of Common Stock within 60 days of June 30, 2005. Also
includes 103,000 shares of Common Stock held as custodian for minors related to Dr. Mittal. Dr. Mittals address is c/o Selectica, Inc., 3
West Plumeria Drive, San Jose, California 95134.(3)
    
    Includes options exercisable for 343,750 shares of Common Stock within 60 days of June 30, 2005. 11




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Mr. Ostroskys address is c/o Selectica, Inc., 3 West Plumeria Drive, San Jose, California 95134.(4)
    
    Includes options exercisable for an aggregate of 50,000 shares of Common Stock within 60 days of
June 30, 2005. Also includes 1,141,031 shares held by JK&B Capital III, L.P. David Kronfeld and Thomas
Neustaetter have the power to vote and dispose of shares held by JK&B Capital III, L.P. Mr. Neustaetter, a
member of JK&B Capital Management LLC, the general partner of JK&B Capital III, L.P., disclaims beneficial ownership of such shares except to
the extent of his pecuniary interest therein. Mr. Neustaetters
address is JK&B Capital, 180 N. Stetson Avenue, Chicago, Illinois 60601.(5)
    
    Includes options exercisable for 503,124 share of Common Stock within 60 days of June 30, 2005. Also
includes 1,000 shares held as custodian for Mr. Bennions son. Mr. Bennions address is c/o Selectica, Inc.,
3 West Plumeria Drive, San Jose, California 95134.(6)
    
    Includes 429,629 shares of Common Stock held by Mr. Fisher in custodial or trust accounts and options
exercisable for 50,000 shares of Common Stock within 60 days of June 30, 2005. Mr. Fishers address
is Draper Fisher Jurvetson, 2882 Sand Hill Road, Suite 150, Menlo Park, California 94025.(7)
    
    Includes options exercisable for 50,000 shares of Common Stock within 60 days of June 30, 2005.
Mr. Lyons address is Vanguard Ventures, 525 University Avenue, 12th Floor, Palo Alto,
California 94301.(8)
    
    Includes Options exercisable for 22,916 shares of Common Stock within 60 days of June 30, 2005.
Mr. Arnolds address is c/o Selectica, Inc., 3 West Plumeria Drive, San Jose, California 95134.(9)
    
    Includes options exercisable for an aggregate of 1,976,734 shares of Common Stock within 60 days of
June 30, 2005.(10)
    
    Reported by the investor on Schedule 13F or 13G as most recently filed with the Securities and Exchange
Commission. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    12




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
   13




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SIGNATURES
  SELECTICA, INC.Registrant/s/ VINCENT G. OSTROSKYVincent G. OstroskyChairman, President and Chief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
 Signature
    
    Title
    
    DatePrincipal Executive Officer:/s/ VINCENT G. OSTROSKY
    
    President and Chief Executive Officer
    
    July 29, 2005Vincent G. OstroskyPrincipal Financial Officer and Principal
Accounting Officer:/s/ STEPHEN BENNION
    
    Chief Financial Officer
    
    July 29, 2005Stephen Bennion
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EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.