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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, 2006
 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
    
    77-0432030(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)3 West Plumeria Drive, San Jose, California
    
    95134-2111(Address of Principal Executive Offices)
    
    (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
  o þ
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FORM 10-K/A
 TABLE OF CONTENTS
 Item
    
    
    
    Page No.EXPLANATORY NOTE
    
    
    1PART IIIITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    1ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    4ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    10ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    12ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    13SIGNATURES
    
    
    14EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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EXPLANATORY NOTE
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Directors
  Positions and OfficesDirector
    
    Age
    
    Year Term Expires
    
    Held with the CompanyJames Arnold, Jr.(1)(2)(3)
    
    
    49
    
    
    
    2007
    
    
    DirectorJohn Fisher(1)(2)
    
    
    47
    
    
    
    2006
    
    
    DirectorThomas Neustaetter(1)(2)(3)
    
    
    54
    
    
    
    2008
    
    
    DirectorVincent Ostrosky
    
    
    45
    
    
    
    2007
    
    
    Chairman of the Board, President and Chief Executive OfficerBrenda Zawatski
    
    
    45
    
    
    
    2006
    
    
    Director
 
 (1)
    
    Member of Compensation Committee(2)
    
    Member of Audit Committee(3)
    
    Member of Nominating Committee James Arnold, Jr.
 John Fisher
 Thomas Neustaetter
 1




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Vincent G. Ostrosky
 Brenda
Zawatski
 Non-Director Executive Officers
  Name
    
    Age
    
    PositionStephen Bennion
    
    
    59
    
    
    Executive Vice President and Chief Financial Officer
 Stephen R. Bennion
 Audit Committee
 1
  
 1
    
    Resigned from the Board of Directors and the Audit Committee on November 3, 2005. 2




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Stockholder Director Nominations
     Section 16(a) Beneficial Ownership Reporting Compliance
  3




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Code of Ethics for Chief Executive Officer and Senior Financial Officers and Code of Business
Conduct
  
 ITEM 11. EXECUTIVE COMPENSATION
  Summary Compensation Table
 Long-Term CompensationAnnual Compensation
    
    AwardsSecuritiesName and Principal Position
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Other Annual
    
    Restricted Stock
    
    Underlying
    
    All OtherYear
    
    Salary($)
    
    Bonus ($)
    
    Compensation ($)
    
    Awards ($)
    
    Options (#)
    
    Compensation($)Stephen Bennion (1)
    
    2006
    
    
    286,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,067
    (2)Executive Vice President
    
    2005
    
    
    257,227
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    and Chief Financial Officer
    
    2004
    
    
    250,000
    
    
    
    222,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vincent Ostrosky (3)
    
    2006
    
    
    400,000
    
    
    
    150,000
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,387
    (5)(6)Chairman, President and
    
    2005
    
    
    178,333
    
    
    
    200,000
    
    
    
    28,523
    (7)
    
    
    51,000
    (8)
    
    
    1,650,000
    
    
    
    1,175
    (6)Chief Executive Officer
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Served as President and Chief Executive Officer (Interim) from September 2003 to October
2004.(2)
    
    Represents premiums on term life insurance maintained by the Company for Mr. Bennions
benefit.(3)
    
    Commenced serving as Chairman, President and Chief Executive Officer in October 2004.(4)
    
    Represents amount of bonus required to be paid by the Company
to Mr. Ostrosky pursuant to Mr Ostroskys Employment Agreement.(5)
    
    Represents amounts reimbursed pursuant to Mr. Ostroskys Employment Agreement for his
commuting and living expenses.(6)
    
    Represents premiums on term life insurance maintained by the Company for Mr. Ostroskys
benefit pursuant to his Employment Agreement.(7)
    
    Represents amounts reimbursed pursuant to Mr. Ostroskys Employment Agreement for the payment
of taxes with respect to his restricted stock award.(8)
    
    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 vested
when he completed one year of service with the Company. The shares have the same dividend
rights as other shares of the Companys Common Stock. 4




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Options Granted in Last Fiscal Year
  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
    
    
    572,916
    
    
    
    
    
    
    
    177,084
    
    
    
    132,000
    
    
    
    0Vincent Ostrosky
    
    
    599,375
    
    
    
    
    
    
    
    1,065,625
    
    
    
    0
    
    
    
    0
 
 (1)
    
    Based on the fair market value of the Companys Common Stock on March 31, 2006 ($2.94 per
share), which is the closing price on March 31, 2006 on the Nasdaq Stock Market. Director Compensation
    Employment Contracts, Termination of Employment and Change in Control Arrangements
  5




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Compensation Committee Interlocks and Insider Participation
 2
 
 2
    
    Mr. Lyons resigned from the Board of
Directors and the Compensation Committee on November 3, 2005. 6




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##### Table of Contents



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 of compensation or there may
be no variable compensation.
    
    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
executive officers 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. 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:
 7




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Tax Limitation.
    Stock Performance Graph
   
  8




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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
  ©
 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 Return3/01
    
    3/02
    
    3/03
    
    3/04
    
    3/05
    
    3/06SELECTICA, INC.
    
    
    100.00
    
    
    
    74.23
    
    
    
    56.54
    
    
    
    105.00
    
    
    
    61.92
    
    
    
    56.54NASDAQ STOCK MARKET (U.S.)
    
    
    100.00
    
    
    
    103.30
    
    
    
    76.98
    
    
    
    113.28
    
    
    
    113.71
    
    
    
    134.68S & P APPLICATION SOFTWARE
    
    
    100.00
    
    
    
    121.40
    
    
    
    61.41
    
    
    
    86.56
    
    
    
    97.71
    
    
    
    113.71
  
 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, 2006(1)Name and Address of Beneficial Owners
    
    Number of Shares
    
    Percentage of ClassSanjay Mittal (2)
    
    
    1,296,550
    
    
    
    4.07
    %Vincent Ostrosky (3)
    
    
    702,500
    
    
    
    2.23
    %Thomas Neustaetter (4)
    
    
    951,960
    
    
    
    3.08
    %Stephen Bennion (5)
    
    
    575,301
    
    
    
    1.83
    %John Fisher (6)
    
    
    492,129
    
    
    
    1.60
    %Michael Lyons (7)
    
    
    62,500
    
    
    
    *Brenda Zawatski (8)
    
    
    
    
    
    
    James Arnold (9)
    
    
    45,833
    
    
    
    *All executive officers and directors as a group (8
persons) (10)
    
    
    4,126,773
    
    
    
    12.38
    %5% ShareholdersDimensional Fund Advisors, Inc. (11)
    
    
    2,782,472
    
    
    
    9.03
    %1299 Ocean AvenueSanta Monica, CA 90401Trilogy Holdings Corporation (12)
    
    
    2,250,994
    
    
    
    7.30
    %c/o Trilogy, Inc.6011 West Courtyard Drive, Suite 300Austin, TX 78730Fuller & Thaler Asset Management, Inc. (11)
    
    
    1,975,750
    
    
    
    6.41
    %411 Borel Avenue, Suite 402San Mateo, CA 94402Bank of America Corporation(11)
    
    
    1,586,375
    
    
    
    5.15
    %100 North Tryon StreetCharlotte, NC 28255
 
 *
    
    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, 2006. Percentage of ownership is based on
30,820,060 shares of Common Stock outstanding on June
30, 2006, plus shares of common stock subject to
options or exercisable within 60 days of June 30, 2006
and held by each listed person. Shares of Common
Stock subject to options exercisable within 60 days of
June 30, 2006 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. 11




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(2)
    
    Includes options exercisable for 1,025,000 shares of
Common Stock within 60 days of June 30, 2006. Also
includes 3,000 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. Dr.
Mittal resigned from the Board of Directors on July
21, 2006.(3)
    
    Includes options exercisable for 687,500 shares of
Common Stock within 60 days of June 30, 2006. 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
62,500 shares of Common Stock within 60 days of June
30, 2006. Also includes 866,640 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 572,742 shares of
Common Stock within 60 days of June 30, 2006. 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 62,500 shares of Common Stock within
60 days of June 30, 2006. Mr. Fishers address is
Draper Fisher Jurvetson, 2882 Sand Hill Road, Suite
150, Menlo Park, California 94025.(7)
    
    Includes options exercisable for 62,500 shares of
Common Stock within 60 days of June 30, 2006. Mr.
Lyons address is Vanguard Ventures, 525 University
Avenue, 12th Floor, Palo Alto, California 94301. Mr.
Lyons resigned from the Board of Directors and all
committees effective as of November 3, 2005.(8)
    
    Ms. Zawatski does not have any options exercisable for shares of Common
Stock within 60 days of June 30, 2006. Ms. Zawatskis
address is Pillar Data Systems, 300 Junction Avenue,
San Jose, California 95134.(9)
    
    Includes Options exercisable for 45,833 shares of
Common Stock within 60 days of June 30, 2006. Mr.
Arnolds address is c/o Selectica, Inc., 3 West
Plumeria Drive, San Jose, California 95134.(10)
    
    Includes options exercisable for an aggregate of
2,518,575 shares of Common Stock within 60 days of
June 30, 2006.(11)
    
    Reported by the investor on Schedule 13F or 13G as
most recently filed with the Securities and Exchange
Commission.(12)
    
    Reported by the investor on Schedule 13D. 
 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
 th
 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 28, 2006Vincent G. OstroskyPrincipal Financial Officer and Principal Accounting Officer:/s/ STEPHEN BENNION
    
    Chief Financial Officer
    
    July 28, 2006Stephen Bennion
 14




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EXHIBIT INDEX
 Exhibit No.
    
    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.