-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COtdsYrTS++Cq8MF4gsVf/yUv2bAe5aKQWmHMXRTqjSu3kiKu+sQZyOYtrAdtQGx 09baqlvnCaSEUlJBF4BqZw== 0000950103-04-000034.txt : 20040113 0000950103-04-000034.hdr.sgml : 20040113 20040113164543 ACCESSION NUMBER: 0000950103-04-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040113 GROUP MEMBERS: THOMAS WEISEL CAPITAL PARTNERS LLC GROUP MEMBERS: THOMAS WEISEL CAPITAL PARTNERS LP GROUP MEMBERS: THOMAS WEISEL PARTNERS GROUP LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISEL THOMAS PARTNERS GROUP LLC/CA CENTRAL INDEX KEY: 0001080163 IRS NUMBER: 943310171 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY STREET 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 MAIL ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIKA INC CENTRAL INDEX KEY: 0001014920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954154552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48917 FILM NUMBER: 04523114 BUSINESS ADDRESS: STREET 1: 7450 CAMPUS DR 2ND FLOOR STREET 2: STE 200 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 BUSINESS PHONE: 7195489800 MAIL ADDRESS: STREET 1: 7450 CAMPUS DR 2ND FLOOR STREET 2: STE 200 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 FORMER COMPANY: FORMER CONFORMED NAME: OPTIKA IMAGING SYSTEMS INC DATE OF NAME CHANGE: 19960520 SC 13D/A 1 jan1304_13da2.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)*

OPTIKA INC.
(Name of Issuer)
 
Common Stock (Par Value $0.001 Per Share)
(Upon Conversion of Series A-1 Convertible Preferred Stock)
(Title of Class of Securities)
 
6839731 10 1
(CUSIP Number)
 

John A. Bick
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

 David A. Baylor
Thomas Weisel Partners Group LLC
One Montgomery Street, Suite 3700
San Francisco, CA 94104
(415) 364-2500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
January 13, 2004
(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . o

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

      * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

      The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).


Page 1 of 9 pages


CUSIP No. 6839731 10 1 13D Page 2 of 9 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Partners Group LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS*

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

1,042,887
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

1,042,887
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,042,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.6%
14 TYPE OF REPORTING PERSON*

OO - HC

Page 2 of 9 Pages





CUSIP No. 6839731 10 1 13D Page 3 of 9 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Capital Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS*

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

1,042,887
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

1,042,887
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,042,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.6%
14 TYPE OF REPORTING PERSON*

OO

Page 3 of 9 Pages






CUSIP No. 6839731 10 1 13D Page 4 of 9 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Capital Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS*

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

884,712
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

884,712
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

884,712
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.8%
14 TYPE OF REPORTING PERSON*

PN

Page 4 of 9 Pages


     This Report on Schedule 13D, relating to the common stock, par value $0.001 per share (the “Common Stock”), of Optika Inc., a Delaware corporation (the “Issuer”), issuable upon conversion of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), is being filed by and on behalf of Thomas Weisel Partners Group LLC (“TW Group”), Thomas Weisel Capital Partners LLC (“TWCP LLC”), which is the general partner of Thomas Weisel Capital Partners, L.P. (“TWCP L.P.”) and certain other investment limited partnerships (the “Other Partnerships”; and, together with TWCP L.P., the “Limited Partnerships”), and TWCP L.P. (collectively, the “Filing Persons”), and amends and supplements the Filing Persons’ Report on Schedule 13D, originally filed on March 1, 2000 (as heretofore amended and supplemented, the “Schedule 13D”).

     Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

     Item 1. Security and Issuer.

     Unchanged.

     Item 2. Identity and Background.

     The response set forth in Item 2 of the Schedule 13D is hereby amended and supplemented by replacing the third and fourth paragraphs thereof with the following (and Schedule I referred to therein with Schedule I to this Schedule 13D):

     Each Filing Person is organized under the laws of Delaware. TWCP L.P. was formed for the purpose of making equity investments in growth companies. TWCP LLC is a registered investment adviser and the sole general partner of each of the Limited Partnerships. The managing member of TWCP LLC is TW Group. TW Group is a holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a privately held investment banking firm. The principal business address of each Filing Person is One Montgomery Street, Suite 3700, San Francisco, California 94104. Other than TW Group, which is governed by the executive committee, the members of which are described below, none of the other Filing Persons have executive officers or directors. The business and affairs of TWCP L.P. and the Other Partnerships are managed by its general partner, TWCP LLC, whose business and affairs are managed by its managing member TW Group. The business and affairs of TW Group are managed by the executive committee of TW Group.

     The name, business address, present principal occupation or employment and citizenship of each member of the executive committee of TW Group are set forth in Schedule I hereto incorporated herein by reference.

     Item 3. Source and Amount of Fund or Other Consideration.

     Unchanged.

     Item 4. Purpose of Transaction.

     The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

     On January 11, 2004, the Issuer, Stellent, Inc. (“Stellent”) and a wholly-owned subsidiary of Stellent (“MergerSub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the parties agreed that, among other things, the Issuer would merge with and into MergerSub (the “Merger”).

     On the same date, the Issuer, Stellent and the Limited Partnerships entered into a Written Consent and Voting Agreement (the “Voting Agreement”) pursuant to which the Limited Partnerships, as holders of the Preferred Stock, agreed to (i) consent to the Merger Agreement and the Merger in accordance with the Certificate of Designation of Series A-1 Convertible Preferred Stock (the “Certificate of Designation”), subject to the right of the Limited Partnerships to approve any amendment to the Merger Agreement, as well as the restatement of the Certificate of Designation (the “Restatement”), (ii) vote all of their shares of capital stock in the Issuer in favor of the Merger Agreement, the Merger and the Restatement (and the Limited Partnerships have delivered irrevocable proxies to this effect to the Issuer in the form of Exhibit D to the Voting Agreement), (iii) exchange their shares of

      Page 5 of 9 Pages



Preferred Stock for their pro rata share of $10,000,000 in cash plus any Adjustment Shares (as defined in, and as calculated pursuant to, the Merger Agreement), (iv) the amendment of certain rights and preferences of the Preferred Stock contained in the Restatement, as well as the termination of certain agreements relating to the Preferred Stock (including the Registration Rights Agreement, the Exchange Agreement and the Letter Agreement filed as Exhibits 6, 7 and 10 to the Schedule 13D), and (v) refrain from transferring, in any way, the Preferred Stock held by them without the consent of the Issuer and Stellent during the term of the Voting Agreement, except to affiliates of the Limited Partnerships. The Voting Agreement also contains certain representations and warranties of the Limited Partnerships made to the Issuer and Stellent as to authority, title and non-contravention. In addition, the Limited Partnerships have agreed to a non-solicitation clause with respect to any Company Third-Party Acquisition Offer (as defined in the Merger Agreement). Pursuant to the Voting Agreement, (i) the Issuer and Stellent have given certain representations and warranties to the Limited Partnerships, (ii) each of the Issuer, Stellent and MergerSub have agreed to indemnify the Limited Partnerships and their affiliates against any damages suffered by such persons or arising out of (1) the performance by such persons of their obligations under the Voting Agreement and (2) any action, suit or proceeding brought by any stockholder of the Issuer in connection with the Merger and (iii) the Issuer has agreed to reimburse the Limited Partnerships for their fees and expenses incurred in connection with their participation in the negotiation of the Merger up to $100,000 plus fifty percent (50%) of any such fees and expenses in excess of $100,000, up to a maximum of $175,000. Subject to the survival of certain provisions of the Voting Agreement, such agreement will terminate automatically upon the earliest to occur of (a) the effective time of the Merger, (b) the termination of the Merger Agreement, (c) an amendment to the Merger Agreement made without the consent of TWCP L.P. and (d) the date on which any representation and warranty made by the Issuer and Stellent becomes untrue in any material respect.

     The summary set forth herein of certain provisions of the Voting Agreement does not purport to be a complete description thereof and is qualified by its entirety by reference to the full provisions of the Voting Agreement, a copy of which has been filed as an exhibit hereto.

     Item 5. Interests in Securities of the Issuer.

     The response set forth in Item 5 of the Schedule 13D is hereby amended in its entirety as follows:

     (a) The following percentages are based upon there being 9,002,099 shares of Common Stock outstanding as of September 30, 2003, as reported by the Issuer in the Form 10-Q filed November 14, 2003.

     As of September 30, 2003, TWCP L.P. beneficially owns 589,808 shares of Preferred Stock, or 884,712 shares of Common Stock, which represents approximately 9.8% of the outstanding Common Stock.

     As of September 30, 2003, TWCP LLC and TW Group may be deemed to beneficially own 695,258 shares of Preferred Stock, or 1,042,887 shares of Common Stock, which represents approximately 11.6% of the outstanding Common Stock. TWCP LLC and TW Group disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Limited Partnerships to the extent of the interests in the Limited Partnerships held by persons other than TWCP LLC and TW Group and their affiliates.

     None of the Filing Persons or, to the knowledge of the Filing Persons, the Other Partnerships or the persons listed on Schedule I hereto beneficially owns any shares of Common Stock other than as set forth herein.

     (b) Each Filing Person shares the power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by such Filing Person as indicated above as indicated in responses on the cover pages hereto.

     (c) Except as described in Item 4 above, no transactions in the shares of Common Stock were effected by the Filing Persons, or, to their knowledge, any of the Other Partnerships or the persons listed on Schedule I hereto, during the past sixty days or since the last filing on Schedule 13D.

     (d) Except for the Other Partnerships, no other person is known by any Filing Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by any Filing Person.

      Page 6 of 9 Pages



     (e) Not applicable.

     Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

     The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

     See Item 4.

     Item 7. Material to be Filed as Exhibits.

     Exhibit 11: Written Consent and Voting Agreement dated January 11, 2004 among the Issuer, Stellent and the Limited Partnerships







      Page 7 of 9 Pages



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


January 13, 2004    
   
THOMAS WEISEL PARTNERS GROUP LLC
       
    By: /s/ David A. Baylor
      Name:   David A. Baylor
      Title: General Counsel and Secretary
         
     
   
THOMAS WEISEL CAPITAL PARTNERS LLC
       
    By: /s/ James S. Hoch
      Name: James S. Hoch
      Title: Managing Partner
         
     
   
THOMAS WEISEL CAPITAL PARTNERS L.P
       
    By: /s/ James S. Hoch
      Name: James S. Hoch
      Title: Managing Partner
         

      Page 8 of 9 Pages



SCHEDULE I

     The name of each executive committee member of Thomas Weisel Partners Group LLC is set forth below.

     The business address of each person listed below is One Montgomery Street, Suite 3700, San Francisco, California 94104.

     Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below.

Name   Present Principal Occupation  
Thomas W. Weisel   Chief Executive Officer  
Timothy J. Heekin   Partner, Head of Trading  
Mark Manson   Partner, Director of Research  
Blake Jorgensen   Partner, Director of Investment Banking  
Paul Slivon   Partner, Director of Institutional Sales  

      Page 9 of 9 Pages





EX-11 3 jan1304_ex11.txt EXHIBIT 11 WRITTEN CONSENT AND VOTING AGREEMENT This Written Consent and Voting Agreement (this "Agreement") is dated as of January 11, 2004, among Stellent, Inc., a Minnesota corporation (the "Buyer"), Optika Inc., a Delaware corporation (the "Company"), and the entities listed on Exhibit A hereto, each of whom is a holder (a "Series A-1 Holder") of shares of Series A-1 Convertible Preferred Stock, par value $0.001, of the Company (the "Company Preferred Stock"). RECITALS A. The Buyer, STEL Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Buyer ("Merger Sub"), and the Company, concurrently with the execution of this Agreement, are entering into an Agreement and Plan of Merger in the form attached hereto as Exhibit B (including the exhibits and schedules thereto, the "Merger Agreement"), dated as of the date hereof, pursuant to which (1) the Company will merge (the "Merger") with and into Merger Sub, (2) the existing holders of shares of common stock of the Company ("Company Common Stock"; and collectively with the Company Preferred Stock, the "Company Capital Stock") will exchange their shares of Company Common Stock for shares of common stock of the Buyer and (3) the Series A-1 Holders will exchange their shares of Company Preferred Stock for cash and, in certain circumstances, shares of common stock of the Buyer. B. Terms that are capitalized but not defined in this Agreement have the meaning assigned to them in the Merger Agreement. C. Prior to the Effective Time, the Company will be required to amend and restate its Certificate of Designation of Series A-1 Convertible Preferred Stock (the "Certificate of Designation") in the form attached hereto as Exhibit C (the "Restatement"). D. The Merger constitutes a Change of Control (as defined in the Certificate of Designation) pursuant to which the Series A-1 Holders would not receive the full Preference Amount (as defined in the Certificate of Designation) to which each such holder is entitled as a result of such a transaction and, therefore, the written consent of a majority of the Series A-1 Holders is required pursuant to Section 4(b) of the Certificate of Designation prior to entering into the Merger Agreement. E. The execution and delivery of this Agreement is an inducement, and a condition precedent, to the Buyer and the Company entering into the Merger Agreement. AGREEMENT Now, therefore, the parties hereby agree as follows: 1. Consent to Merger Agreement. In accordance with Section 4(b) of the Certificate of Designation, as currently in effect, each Series A-1 Holder hereby consents to (i) the Company entering into the Merger Agreement in the form attached hereto as Exhibit B; (ii) any such modifications, revisions and amendments to the Merger Agreement as the Company, the Buyer and Merger Sub shall agree in accordance with the terms of the Merger Agreement; provided, however, that the parties hereto agree that no modification, revision or amendment may be made to Merger Agreement that could reasonably be deemed to either (A) be adverse to the Series A-1 Holders or (B) confer additional benefits upon any stockholder or member of management of the Company, in each case, without the prior written consent of Thomas Weisel Capital Partners, L.P. ("TWCP") (any modification, revision or amendment made in violation of this proviso, a "Non-Consenting Amendment"); (iii) the Merger; and (iv) the Restatement of the Certificate of Designation. 2. No Solicitation. Each Series A-1 Holder agrees that it will not, and will cause its officers and employees, in their capacities as such, and its agents or representatives (including any investment banker or attorney retained by it) not to, initiate, solicit, or encourage, directly or indirectly, the making or implementation of any Company Third-Party Acquisition Offer or provide any confidential information or confidential data to, or have any discussions with, any person relating to a Company Third-Party Acquisition Offer; provided that, any Series A-1 Holder may engage in any of the activities that the Company may engage in (as set forth in Section 7.2(a)(ii) of the Merger Agreement) concerning a Company Third-Party Acquisition Offer once the Board of Directors of the Company has determined that such activities are required in the good faith exercise of its fiduciary duties pursuant to the requirements of Section 7.2(a)(ii) of the Merger Agreement. Each Series A-1 Holder shall promptly notify the Buyer if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it. 3. Voting; Proxy. (a) During the term of this Agreement, at each meeting of the Company's stockholders convened to consider and vote upon the approval of the Merger Agreement, the Merger and the Restatement, each Series A-1 Holder agrees to vote (to the extent not voted by the person or persons appointed under the proxy granted under Section 3(b)) all shares of Company Capital Stock owned of record by the Series A-1 Holder at the record date for the vote (including any shares of Company Capital Stock over which the Series A-1 Holder has voting power, by contract or otherwise) in favor of the approval of the Merger Agreement, the Merger and the Restatement. (b) Each Series A-1 Holder acknowledges that it has executed and delivered to the Buyer an irrevocable proxy in the form of Exhibit D hereto. 4. Exchange and Consent. Upon the Effective Time, each Series A-1 Holder agrees that it will exchange each share of its Company Preferred Stock for the Preferred Stock Per Share Consideration and no other consideration, notwithstanding any liquidation preference or other rights or preferences of the Company Preferred Stock, as set forth in the Certificate of Designation, as currently in effect, the Company's Certificate of Incorporation, as amended, or any other documents or agreements between the holders of the Company Preferred Stock and the Company. The Series A-1 Holders and the Company consent and agree that upon the Effective Time, the following agreements are terminated and will have no further force and effect: (i) the Exchange Agreement dated as of May 7, 2001, among the Company, TWCP and certain of its affiliates and RKB Capital, L.P., (ii) the letter agreement regarding future treatment of Company Preferred Stock dated May 7, 2001 among the Company, TWCP and certain of its affiliates and RKB Capital, L.P. and (iii) the Registration Rights Agreement dated as of February 23, 2000 among the Company, the Founders and Investors described therein, TWCP and certain of its affiliates and RKB Capital, L.P., as amended (the "Registration Rights Agreement"). As used in this Section 4, termination of the Registration Rights Agreement means that the Registration 2 Rights Agreement is deemed to be amended to terminate the rights and obligations of the Purchasers (as defined in the Registration Rights Agreement) and any holders of the Securities (as defined in the Registration Rights Agreement). 5. Further Assurances. During the term of this Agreement, each Series A-1 Holder agrees that it will from time to time upon the request of the Buyer or the Company, use its commercially reasonable efforts to do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, deeds, transfers, conveyances, assignments, powers of attorney or assurances as may be reasonably required to complete the Merger in accordance, in all material respects (subject to the approval rights of the Series A-1 Holders set forth in Section 1 above), with the terms set forth in the Merger Agreement and this Agreement, and to take such other commercially reasonable actions as the Buyer or the Company may reasonably request in order to carry out the intent of this Agreement and to complete the Merger. 6. No Transfer. During the term of this Agreement, each Series A-1 Holder agrees that it will not sell, pledge, assign, distribute, hypothecate or otherwise transfer, or authorize, propose, or agree to the sale, pledge, assignment, distribution, hypothecation or other transfer of, any of its shares of Company Preferred Stock without the Company's and the Buyer's prior written consent, except to its affiliates who agree in writing to be bound by the terms of this Agreement. 7. Adjustment Shares. Each Series A-1 Holder agrees that it will comply with the Securities Act in selling any Adjustment Shares that it may receive. 8. Representations and Warranties of the Series A-1 Holders. Each Series A-1 Holder, severally and not jointly, represents and warrants to the Buyer on the date hereof with respect to itself as follows: (a) Authority. It has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws affecting the enforcement of creditors' rights generally, and except for judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. (b) Title; Authority to Vote Shares. It owns of record and has voting power over the number of shares of Company Capital Stock set forth beside its name on Exhibit A hereto; and such shares are held by it free and clear of all liens, charges, pledges, restrictions, and encumbrances that would prevent it from performing his or her obligations hereunder. (c) Noncontravention. Neither its execution and delivery of this Agreement, nor its consummation of any of the transactions contemplated hereby, nor its compliance with any of the provisions of this Agreement will violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, any agreement or instrument 3 to which it is a party or any statute, rule, regulation, judgment, order, decree, or other legal requirement applicable to it. 9. No Other Agreements to Make Payments. (a) Each of the Company and the Buyer, severally and not jointly, represents and warrants to each of the Series A-1 Holders on the date hereof and on the Closing Date with respect to itself that, except as expressly set forth in the Merger Agreement and other than the Employment Agreement with Mark K. Ruport in the form of Exhibit D to the Merger Agreement, there are no agreements or understandings (binding or otherwise) between any of the Company, the Buyer, Merger Sub and any member of senior management of the Company to make any payments (or (A) in the case of Mark K. Ruport and Steven M. Johnson, grant any options, and (B) in the case of other members of senior management, grant any options other than customary grants) (i) to any such member of senior management (excluding any severance which may be payable upon the involuntary termination of management following the Effective Time pursuant to written employment agreements attached to the letter agreement dated December 5, 2003 between the Company and TWCP (the "TWCP LOI") or delivered to counsel for the Series A-1 Holders on or before the date of this Agreement) or (ii) to any other person in connection with the Merger (other than (X) the fees and expenses of the Company's and the Buyer's outside legal, accounting and financial advisors, payments made in the ordinary course of the Company's and the Buyer's businesses and customary fees and payments made in order to facilitate the consummation of the Merger, and (Y) director fees substantially similar to those paid to other members of Buyer's Board of Directors ("Buyer's Board") to be paid by the Buyer to Alen B. Menkes following his election to Buyer's Board). (b) The Company and the Buyer agree, and represent and warrant to the Series A-1 Holders, that, except as expressly set forth in the Merger Agreement, no director (with respect to Mark K. Ruport, in his capacity as director of the company only) shall receive any payments in connection with the Merger (other than director fees substantially similar to those paid to other members of Buyer's Board to be paid by the Buyer to Alen B. Menkes following his election to Buyer's Board). 10. Indemnification. (a) Effective at and after the date of this Agreement, the Company, the Buyer and Merger Sub each agree to indemnify the Series A-1 Holders and each of their affiliates (each, an "Indemnified Party") against, and agrees to hold each of them harmless from, any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by any Indemnified Party arising out of or in connection with (i) the performance by the Series A-1 Holders of their obligations under this Agreement (other than by the Company or the Buyer to enforce the terms of this Agreement) or (ii) any action, suit or proceeding brought by any holder of Company Capital Stock or any other person against any Indemnified Party in connection with the Merger, regardless of whether such Damages arise under any theory of law or equity; provided, however, that none of the Company, the Buyer or Merger Sub shall be liable under this Section 10 for Damages arising out of, or based upon, any breach of the representations and warranties of the Series A-1 Holders contained in Section 8 hereof. 4 (b) The Company and the Buyer agree to share equally in any amounts paid to, or expenses incurred on behalf of, any Indemnified Party under Section 10(a) of the this Agreement, irrespective of whether such Indemnified Party asserted its right to indemnification against the Company, the Buyer, the Merger Sub or any combination thereof. If the Company makes payments to, or incurs expenses on behalf of, any Indemnified Party in excess of its obligation under this Section 10(b), it will have the right to recover the amount of such excess from the Buyer. If the Buyer and/or Merger Sub, on a combined basis, make payments to, or incur expenses on behalf of, any Indemnified Party in excess of the Buyer's obligation under this Section 10(b), the Buyer will have the right to recover the amount of such excess from the Company. 11. Confidentiality. The Company, the Buyer and Merger Sub each agree (i) not to disclose, prior to the filing of this Agreement as an Exhibit to the Joint Proxy Statement and Registration Statement (the "Joint Proxy Statement") or to the Form 8-K filed by the Company in connection with the execution of the Merger Agreement (the "Form 8-K"), the existence of this Agreement or the contents or subject matter hereof to any other party, and (ii) not to issue any press release or other public announcement (A) containing a reference to TWCP or any of its affiliates, or (B) in any way concerning the Company Preferred Stock or the Preferred Stock Per Share Consideration, in each case, without the prior written consent of TWCP, unless, in each case, required by applicable law or stock exchange rules or regulations (in which case, the disclosing party shall allow TWCP reasonable time to comment on the contents of such disclosure in advance of such disclosure); provided, however, that (x) TWCP hereby consents to the filing this Agreement as an Exhibit to the Joint Proxy Statement and to the Form 8-K, and (y) once a press release or other public announcement covered by clause (ii)(B) of this Section 11 has been issued in accordance with this Section 11, the information included in such press release or other public announcement may be reiterated by the Company, the Buyer or Merger Sub without limitation. 12. Fees and Expenses. Notwithstanding anything contained herein that may be deemed to be to the contrary, the Company hereby agrees to reimburse TWCP in cash for its fees and expenses incurred in connection with its participation in the negotiation of the Merger and the Merger Agreement, this Agreement and the transactions contemplated hereby and thereby (including, without limitation, the fees and disbursements of its attorneys, accountants, consultants and other advisors) regardless of whether this Agreement or the Merger Agreement is terminated, up to $100,000 plus fifty percent (50%) of any such fees and expenses in excess of $100,000, up to a maximum of $175,000. 13. Termination. This Agreement will terminate automatically and without further action at the earliest to occur of (a) the Effective Time, (b) the date and time the Merger Agreement is terminated in accordance with its terms, (c) the date and time any Non-Consenting Amendment is made and (d) the date and time that the representation and warranty contained in Section 9 shall be untrue in any material respect. In the event of a termination of this Agreement pursuant to this Section 13, this Agreement will forthwith become void and there will be no liability or obligation on the part of any party; provided, 5 however, that the obligations under Section 7 (Adjustment Shares), Section 9 (No Other Agreements to Make Payments), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Fees and Expenses) and clauses (a), (e), (h), (i) and (j) of Section 15 (Miscellaneous) shall survive any such termination; provided, further, that nothing herein will release any party from any liability for any breach of this Agreement. If this Agreement is terminated, the proxies of the Series A-1 Holders delivered under Section 3(b) will also terminate and be of no further force or effect, and the Buyer will promptly return the proxies to the respective Series A-1 Holders. 14. Director Matters Excluded. With respect to each Series A-1 Holder that has a designee that is a member of the Company's Board of Directors, no provision of this Agreement will limit or otherwise restrict such Series A-1 Holder's designee with respect to any act or omission that he or she may undertake or authorize in his or her capacity as a member of the Company's Board of Directors, including, without limitation, any vote that such designee of a Series A-1 Holder may make as a director of the Company with respect to any matter presented to the Company's Board of Directors. 15. Miscellaneous. (a) Notices. All notices and other communications hereunder must be in writing and will be deemed given if delivered personally, effective when delivered, or if delivered by express delivery service, effective when delivered, or if mailed by registered or certified mail (return receipt requested), effective three business days after mailing, or if delivered by telecopy, effective when telecopied with confirmation of receipt, to the parties at the following addresses (or at such other address for a party as may be specified by like notice): If to the Series A-1 Holders to: Thomas Weisel Capital Partners, L.P. c/o Thomas Weisel Capital Partners, LLC Lever House 390 Park Avenue, 17th Floor New York, New York 10022 Telecopy: (212) 271-3646 Telephone: (212) 271-3809 Attention: James S. Hoch, Partner with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Telecopy: (212) 450-3800 Telephone: (212) 450-4350 Attention: John A. Bick If to the Buyer to: Stellent, Inc. 7777 Golden Triangle Drive Telecopy: (952) 829-5424 Telephone: (952) 903-2000 Attention: Chief Executive Officer 6 with a copy to: Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402-3901 Telecopy: (612) 766-1600 Telephone: (612) 766-7000 Attention: Kris Sharpe Gordon Weber If to Company to: Optika Inc. 7450 Campus Drive, Suite 200 Colorado Springs, Colorado 80920 Telecopy: (719) 531-7915 Telephone: (719) 548-9800 Attention: Chief Executive Officer with a copy to: E* Law Group 3555 West 110th Place Westminster, Colorado 80031 Telecopy: (303) 410-0468 Telephone: (303) 766-8988 Attention: Jeremy W. Makarechian (b) Interpretation. The headings contained in this Agreement are for reference purposes only and do not affect the interpretation of this Agreement. (c) Signatures and Counterparts. This Agreement may be executed by facsimile signature and in one or more counterparts, all of which will be considered the same agreement. (d) Entire Agreement. This Agreement (along with the documents and instruments referred to herein, including the Merger Agreement), constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral (including, without limitation, the TWCP LOI), among the parties with respect to the subject matter hereof. (e) No Post-Closing Obligations. Notwithstanding anything contained herein that may be deemed to be to the contrary, nothing in this Agreement, the Merger Agreement or any other agreement shall impose, or shall be deemed to impose, any post-Effective Time obligations or liabilities on any of the Series A-1 Holders, except for those obligations imposed by Section 7 of this Agreement. (f) Amendment and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective. 7 (g) Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. (h) Governing Law. This Agreement will be governed by Delaware law, without regard to the principles of conflicts of law. (i) Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 15(a) of this Agreement shall be deemed effective service of process on such party. (j) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (k) Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any party, whether by operation of law or otherwise, without the express written consent of the other parties hereto, except in accordance with Section 6 of this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, heirs, legal representatives, and permitted assigns. (l) Remedies. In addition to all other remedies available, the parties agree that, in the event of a breach by a party of any of its obligations hereunder, the non-breaching party will be entitled to specific performance or injunctive relief. [The remainder of this page is intentionally left blank.] 8 IN WITNESS WHEREOF, each of the parties have signed this Agreement as of the date first written above. STELLENT, INC. By: /s/ Gregg A. Waldon ----------------------------------- Name: Gregg A. Waldon Its: Chief Financial Officer OPTIKA INC. By: /s/ Mark K. Ruport ----------------------------------- Name: Mark K. Ruport Its: Chief Executive Officer SERIES A-1 HOLDERS THOMAS WEISEL CAPITAL PARTNERS, L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner 9 TWP CEO FOUNDERS' CIRCLE (AI), L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner TWP CEO FOUNDERS' CIRCLE (QP), L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner THOMAS WEISEL CAPITAL PARTNERS EMPLOYEE FUND, L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner 10 TWP 2000 CO-INVESTMENT FUND, L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner THOMAS WEISEL CAPITAL PARTNERS (DUTCH), L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner THOMAS WEISEL CAPITAL PARTNERS (DUTCH II), L.P. By: Thomas Weisel Partners Group LLC, its general partner By: Thomas Weisel Partners Group LLC, its managing member By: /s/ James S. Hoch ----------------------------------- Name: James S. Hoch Its: Managing Partner [Series A-1 Agreement] 11 EXHIBIT A TO SERIES A-1 VOTING AGREEMENT Name Number of Shares of Company Capital Stock - ---------------------------------------------------------- ----------------------------------------- Thomas Weisel Capital Partners, L.P. 589,808 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock TWP CEO Founders' Circle (AI), L.P. 13,627 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock TWO CEO Founders' Circle (QP), L.P. 49,786 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock Thomas Weisel Capital Partners Employee Fund, L.P. 5,550 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock TWP 2000 Co-Investment Fund, L.P. 8,889 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock Thomas Weisel Capital Partners (Dutch), L.P. 13,799 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock Thomas Weisel Capital Partners (Dutch II) , L.P. 13,799 shares of Series A-1 Convertible Preferred Stock 0 shares of Common Stock
A-1 EXHIBIT B TO SERIES A-1 VOTING AGREEMENT AGREEMENT AND PLAN OF MERGER (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 6-K, filed January 12, 2004) B-1 EXHIBIT C TO SERIES A-1 VOTING AGREEMENT OPTIKA INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A-1 CONVERTIBLE PREFERRED STOCK Optika Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware ("DGCL"), DOES HEREBY CERTIFY that: A. Pursuant to the authority conferred upon the Board of Directors by Article IVB of the Second Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), and in accordance with the provisions of Section 151(g) of the DGCL, the Board of Directors on April 24, 2001, adopted a resolution creating a series of preferred stock designated as Series A-1 Convertible Preferred Stock. B. The Corporation's original Certificate of Designation of Series A-1 Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware on May 7, 2001. C. Pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation, the Board of Directors on [____________], 200[__], in accordance with Section 141 of the DGCL, duly adopted resolutions amending and restating the Certificate of Designation of Series A-1 Convertible Preferred Stock as set forth below. D. The Amended and Restated Certificate of Designation of Series A-1 Convertible Preferred Stock set forth below has been adopted pursuant to Section 242 of the DGCL. The Certificate of Designation of Series A-1 Convertible Preferred Stock of the Corporation is hereby amended and restated to read in its entirety as follows, and such Amended and Restated Certificate of Designation of Series A-1 Convertible Preferred Stock will supersede the original Certificate of Designation of Series A-1 Convertible Preferred Stock. Capitalized terms used herein shall have the meanings set forth in Section 7 hereof or otherwise in this Amended and Restated Certificate of Designation: SECTION 1. DESIGNATION; NUMBER; RANK. (a) Designation; Number. The shares of such series shall be designated "Series A-1 Convertible Preferred Stock" (the "Series A-1 Preferred Stock"). The number of shares constituting the Series A-1 Preferred Stock shall be 731,851. (b) Rank. The Series A-1 Preferred Stock shall, with respect to rights on liquidation, dissolution or winding up, be pari passu to the Common Stock, par value $0.001 per share, of the Corporation (the "Common Stock") and all other capital stock of the Corporation issued prior to or on or after the date hereof. C-1 SECTION 2. DIVIDENDS. No dividend or other distribution, whether in cash, securities or other property, shall be paid on or declared and set apart for any share of Series A-1 Preferred Stock. SECTION 3. LIQUIDATION, DISSOLUTION OR WINDING UP. The Series A-1 Preferred Stock will have no liquidation preference. SECTION 4. VOTING RIGHTS. Except for any voting rights provided by law, the Series A-1 Preferred Stock will have no right to vote on any matters before the stockholders of the Corporation. SECTION 5. STATUS OF CONVERTED STOCK. Any shares of Series A-1 Preferred Stock converted, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares of Series A-1 Preferred Stock shall upon their cancellation, and upon the filing of any document required by the DGCL, become authorized but unissued shares of Preferred Stock, $0.001 par value, of the Corporation and may be reissued as part of another series of Preferred Stock, $0.001 par value, of the Corporation. SECTION 6. CONVERSION. (a) Right to Convert. The holders of Series A-1 Preferred Stock shall have the right following the Issue Date at any time in whole and from time to time in part, at such holder's option, to convert each outstanding share of Series A-1 Preferred Stock into one fully paid and nonassessable share of Common Stock as set forth hereinafter. (b) Mechanics of Conversion. Conversion of the Series A-1 Preferred Stock may be effected by any such holder upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors (the "Transfer Agent"), of the certificate(s) for such Series A-1 Preferred Stock to be converted, accompanied by a written notice (the date of such notice being referred to as the "Conversion Date") stating that such holder elects to convert all or a specified number of such shares in accordance with the provisions of this Section 6 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case any holder's notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all transfer, issue, stamp and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A-1 Preferred Stock pursuant hereto. As promptly as practicable, and in any event within five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if C-2 applicable, payment of all transfer taxes which are the responsibility of the holder as set forth above (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock, to which the holder of shares of Series A-1 Preferred Stock being converted shall be entitled and (ii) if less than the full number of shares of Series A-1 Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. Such conversion shall be deemed to have been made at the close of business on the Conversion Date so that the rights of the holder thereof as to the shares being converted shall cease except for the rights pursuant to this Section 6 to receive shares of Common Stock, in accordance herewith, and the person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. SECTION 7. DEFINITIONS. For the purpose of this Amended and Restated Certificate of Designation of Series A-1 Convertible Preferred Stock, the following terms shall have the meanings indicated: "Board of Directors" shall mean the board of directors of the Corporation. "Business Day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in New York City, New York are authorized or obligated by law or executive order to close. "Issue Date" shall mean May 7, 2001. "person" shall mean any individual, firm, corporation, partnership or other entity, and shall include any successor (by merger or otherwise) of such entity. IN WITNESS WHEREOF, the officers named below, acting for and on behalf of Optika Inc., have hereunto subscribed their names on this [__]th day of [________________], 200[_]. OPTIKA INC. Attest: By: By: ------------------------------ ---------------------------- [ ] [ ] [---------------------------- ] [---------------------------] President and Chief Executive Officer [ ] [---------------------------] C-3 EXHIBIT D TO SERIES A-1 VOTING AGREEMENT IRREVOCABLE PROXY The undersigned, revoking any proxy heretofore given, hereby constitutes and appoints each of Robert F. Olson and Gregg A. Walson the true and lawful attorney, with full power of substitution, for and in the name of the undersigned to vote, at any time before the Termination (defined below), all shares of capital stock of Optika Inc., a Delaware corporation (the "Company"), (1) registered in the name of the undersigned at the record date for such vote, or (2) over which the undersigned has voting power by power of attorney or other contractual arrangements with the owner of record (collectively, the "Shares"), at any meeting of the stockholders of the Company, and at all adjournments thereof, and pursuant to any consent of the stockholders in lieu of a meeting or otherwise, in favor of approval of the Merger Agreement (defined below), the Merger (defined below) and the Restatement (defined below). This Proxy is given with respect to the approval of (i) the Agreement and Plan of Merger among Stellent, Inc., a Minnesota corporation (the"Buyer"), STEL Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Buyer, and the Company, dated as of January [__], 2004, as the same may be amended from time to time in accordance with the provisions thereof and the provisions of the Voting Agreement (as defined below) (the "Merger Agreement"), (ii) the merger contemplated by the Merger Agreement (the "Merger"), and (iii) the approval of an amended and restatement of the Company's Certificate of Designation of Series A-1 Convertible Preferred Stock (the "Restatement") in connection therewith in the form set forth in Exhibit C to the Written Consent and Voting Agreement dated as of the date hereof among the Buyer and each of the persons and entities listed on Exhibit A thereto (the "Voting Agreement"). This Proxy is given to induce the Buyer to enter into the Merger Agreement, is coupled with an interest, and is irrevocable; provided, that this Proxy will terminate automatically and without further action on behalf of the undersigned upon the termination of the Voting Agreement pursuant to Section 13 thereof (the "Termination"). The undersigned hereby ratifies and confirms all that the proxies named herein may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, an authorized officer of the undersigned or its managing member has hereunto set his or her hand as of this January [__], 2004. [ENTITY NAME AND SIGNATURE BLOCK] -----END PRIVACY-ENHANCED MESSAGE-----