-----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, Jzc5Aw0cVdiZZo43yG30WrSazNhMsgyw780/ty5wbZufVqFWGa4nYF5srHFHqR1w x5BN1O6JP81AgiDsENW4Dg== 0001005477-01-502422.txt : 20020413 0001005477-01-502422.hdr.sgml : 20020413 ACCESSION NUMBER: 0001005477-01-502422 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011228 GROUP MEMBERS: COMVEST MANAGEMENT, LLC GROUP MEMBERS: MICHAEL S. FALK GROUP MEMBERS: ROBERT PRIDDY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMVEST VENTURE PARTNERS LP CENTRAL INDEX KEY: 0001163944 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134124841 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 830 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRAWARE INC CENTRAL INDEX KEY: 0001025134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 680389976 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55963 FILM NUMBER: 1825177 BUSINESS ADDRESS: STREET 1: 25 ORINDA WAY CITY: ORINDA STATE: CA ZIP: 94563 BUSINESS PHONE: 9254468729 MAIL ADDRESS: STREET 1: 25 ORINDA WAY CITY: ORINDA STATE: CA ZIP: 94563 SC 13D 1 d01-35516.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Intraware, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 46118M103 - -------------------------------------------------------------------------------- (CUSIP Number) Joseph P. Wynne ComVest Venture Partners, L.P. 830 Third Avenue New York, New York 10022 (212) 829-5839 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 2001 - -------------------------------------------------------------------------------- (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 which 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 |_|. 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. (Page 1of 13) - ---------- *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). CUSIP NO. 46118M103 SCHEDULE 13D Page 2 of 13 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ComVest Venture Partners, LP (13-4124841) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,948,216 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,948,216 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,948,216 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 46118M103 SCHEDULE 13D Page 3 of 13 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ComVest Management, LLC (06-1588640) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,948,216 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,948,216 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,948,216 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 46118M103 SCHEDULE 13D Page 4 of 13 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael S. Falk - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 83,105 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 6,153,322 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 83,105 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,153,322 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,236,427 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 46118M103 SCHEDULE 13D Page 5 of 13 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Priddy - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,727,393 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,727,393 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,727,393 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 13 pages Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.0001 per share ("Common Stock") of Intraware, Inc. (the "Issuer"). The address of the Issuer's principal executive office is 25 Orinda Way, Orinda, California 94563. Item 2. Identity and Background. This statement is filed jointly by ComVest Venture Partners, LP ("ComVest") a limited partnership organized under the laws of Delaware whose principal business is investing in securities, ComVest Management, LLC ("ComVest Management"), a limited liability company organized under the laws of Delaware whose principal business is investing in securities, Michael S. Falk ("Falk") and Robert Priddy ("Priddy"). ComVest, ComVest Management, Falk and Priddy are the "Reporting Persons." ComVest Management is the general partner of ComVest. The managers of ComVest Management are Priddy, Falk and Keith Rosenbloom, and ComVest Management is wholly-owned by Commonwealth Associates Management Company, Inc. ("CAMC"), a corporation organized under the laws of New York, of which Falk is chairman and principal stockholder. CAMC is also the general partner of Commonwealth Associates, L.P. ("Commonwealth"), a limited partnership organized under the laws of New York. Mr. Priddy is the Chairman and principal member of RMC Capital, LLC, a limited liability company organized under the laws of Georgia whose principal business is investing in securities. All of the individuals identified in this Item 2 are United States citizens. The business address for all of the Reporting Persons and other individuals identified in this Item 2, other than Priddy, is 830 Third Avenue, New York, New York 10022. The business address for Priddy is 3291 Buffalo Drive, Suite 8, Las Vegas, Nevada 89129. During the last five years, none of the individuals or entities identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On April 2, 2001, in a private placement (the "April Placement") the Issuer sold units at a price of $100,000 per unit. Each unit consisted of 10,000 shares of Series B Convertible Preferred Stock ("Preferred Stock") and warrants to purchase 20,000 shares of Common Stock, initially at an exercise price of $1.125 per share (the "April Placement Warrants"). Each share of Preferred Stock was initially convertible into 10 shares of Common Stock at the holder's option, based on a conversion price of $1.00 per share of Common Stock. Both the Preferred Stock and April Placement Warrants contained anti-dilution protection requiring adjustment to the exercise and conversion prices, respectively, in the event of any sale by the Issuer of Common Stock Page 7 of 13 pages below such prices. The August Placement (described below) resulted in such an adjustment so that the exercise and conversion prices of the April Placement Warrants and Preferred Stock were reduced to $.934 and $.83 per share, respectively. to the In August 2001, the Issuer exchanged all of its outstanding shares of Preferred Stock for shares of Series B-1 Convertible Preferred Stock (the "B-1 Preferred Stock). The terms of the B-1 Preferred Stock are substantially similar to the Preferred Stock other than a prohibition against the Issuer's incurrence of debt that was eliminated by the exchange of the Preferred Stock for the B-1 Preferred Stock. Commonwealth acted as placement agent to the Issuer in connection with the April Placement pursuant to an Agency Agreement with the Issuer dated as of April 2, 2001 (the "April Agency Agreement"). ComVest and Priddy invested $2,000,000 and $1,000,000 respectively in the April Placement. The source of the funds for the purchase by ComVest was its working capital, and the source of the funds for the purchase by Priddy was his personal funds. On May 10, 2001, in connection with his appointment as a director of the Issuer, Falk was issued options ("Directors Options") to purchase 15,000 shares of Common Stock at a price of $1.0625 per share. On November 6, 2001, ComVest converted 16,612 shares of the B-1 Preferred Stock into 200,008 shares of Common Stock. On August 31, 2001, in a private placement (the "August Placement") the Issuer sold units at a price of $100,000 per unit. Each unit consisted of $100,000 principal amount of 8% senior secured promissory notes of the Issuer, and five-year warrants (the "August Placement Warrants") to purchase 100,000 shares of Common Stock at an exercise price of $.01 per share. Commonwealth acted as placement agent to the Issuer in connection with the August Placement pursuant to an Agency Agreement with the Issuer dated as of August 31, 2001 (the "August Agency Agreement"). As compensation for services rendered to the Issuer in connection with the August Placement, Commonwealth was issued warrants to purchase 700,000 shares of Common Stock at a price of $.01 per share (the "Agents Warrants"). On November 12, 2001 and November 27, 2001, Commonwealth exercised all of the Agents Warrants pursuant to the cashless exercise feature thereof and was issued an aggregate of 690,925 shares of Common Stock, of which it distributed 485,819 shares to certain of its employees and affiliates, including ComVest (296,111 shares), Falk (68,105 shares), and Keith Rosenbloom (7,896 shares). ComVest and Priddy invested $3,000,000 and $1,500,000 respectively in the August Placement. The source of the funds for the purchase by ComVest was its working capital, and the source of the funds for the purchase by Priddy was his personal funds. On November 12, 2001 and November 27, 2001, ComVest exercised all of the August Placement Warrants it purchased in the August Placement pursuant to the cashless exercise feature thereof and was issued an aggregate of 2,962,509 shares of Common Stock. Page 8 of 13 pages On November 13, 2001 and November 27, 2001, Priddy exercised all of the August Placement Warrants he purchased in the August Placement pursuant to the cashless exercise feature thereof and was issued an aggregate 1,481,254 shares of Common Stock. On December 12, 2001, Priddy converted 16,500 shares B-1 Preferred Stock into 198,660 shares of Common Stock. Item 4. Purpose of Transaction. The Agents Warrants were acquired as compensation for services rendered to the Issuer, solely for investment purposes and not for the purpose of acquiring control of the Issuer. The Preferred Stock, B-1 Preferred Stock, April Placement Warrants, August Placement Warrants and Common Stock were acquired to make a profitable investment and not for the purpose of acquiring control of the Issuer. The April Agency Agreement provided that upon the closing of the April Placement, the Issuer would have seven directors, one of which would be designated by Commonwealth on behalf of the holders of the Preferred Stock. Pursuant to this provision, Michael Falk was appointed as a director of the Issuer on April 2, 2001. The August Agency Agreement provided that upon the closing of the August Placement, the Issuer shall have appointed either Lee Provow or Harold Blue to the Issuer's board of directors as an additional designee of Commonwealth. Pursuant to this provision, Harold Blue was appointed as a director of the Issuer on August 31, 2001. On November 6, 2001, Harold Blue resigned as a director of the Issuer and Lee Provow was appointed a director, on behalf of Commonwealth, as his replacement. Other than as set forth above, the Reporting Persons have no present plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, renew or reconsider their position and formulate plans or proposals with respect thereto, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer. (a) ComVest may be deemed to be the beneficial owner of an aggregate of 5,948,216 shares of Common Stock, representing approximately 18.4% of the issued and outstanding shares of Common Stock of the Issuer, of which 2,207,989 shares are issuable upon the conversion of B-1 Preferred Stock, and 481,599 shares are issuable upon exercise of April Placement Warrants. ComVest Management, as the general partner of ComVest, may be deemed to beneficially own the 5,948,216 shares of Common Stock, representing approximately 18.4% of the issued and outstanding shares of Common Stock of the Issuer, beneficially owned by ComVest. Page 9 of 13 pages Mr. Falk may be deemed to be the beneficial owner of an aggregate of 6,236,427 shares of Common Stock, representing approximately 19.2% of the issued and outstanding shares of Common Stock of the Issuer, as follows. Mr Falk may be deemed to beneficially own the 5,948,216 shares of Common Stock beneficially owned by ComVest, as well as 205,106 shares of Common Stock owned by Commonwealth. In his capacity as Chairman and controlling equity owner of CAMC, which is the general partner of, and owner of all the interests in, ComVest Management (the general partner of ComVest), Mr. Falk may be deemed to share indirect voting and dispositive power with respect to such entities' shares and may therefore be deemed to be the beneficial owner of such securities. In addition, Mr. Falk holds 68,105 shares of Common Stock (distributed to him by Commonwealth), and the Directors Option which is exercisable for 15,000 shares of Common Stock. Priddy may be deemed to be the beneficial owner of an aggregate of 2,727,393 shares of Common Stock, representing approximately 883% of the issued and outstanding shares of Common Stock of the Issuer, of which 1,005,339 shares are issuable upon the conversion of B-1 Preferred Stock, and 240,800 shares are issuable upon exercise of April Placement Warrants. Keith Rosenbloom is the owner of 7,896 shares of Common Stock distributed to him by Commonwealth, representing less than one percent of the issued and outstanding shares of Common Stock of the Issuer. (b) Number of shares as to which each such person has: (1) Sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of: Name Number of Shares - ---- ---------------- Michael Falk 83,105 Robert Priddy 2,727,393 Keith Rosenbloom 7,896 (2) Shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of: (i) Commonwealth, CAMC and Mr. Falk may be deemed to share such voting and disposition powers with respect to the 205,106 shares of Common Stock beneficially held by Commonwealth. (ii) ComVest, ComVest Management and Mr. Falk may be deemed to share such voting and disposition powers with respect to the 5,948,216 shares of Common Stock beneficially held by ComVest. (c) The Reporting Persons engaged in the following transaction in the past 60 days: (1) ComVest (i) converted 16,612 shares of the B-1 Preferred Stock into 200,008 shares of Common Stock on November 6, 2001, (ii) sold 200,000 shares of Common Stock in the open market at a price of $.58 per share on November 9, 2001, (iii) exercised August Page 10 of 13 pages Placement Warrants exercisable for 2,160,000 shares of Common Stock pursuant to the cashless exercise feature thereof and was issued 2,131,277 shares of Common Stock therefor on November 12, 2001, (iv) exercised its remaining August Placement Warrants pursuant to the cashless exercise feature thereof and was issued 831,232 shares of Common Stock therefor on November 27, 2001, and (v) was distributed 296,111 shares of Common Stock by Commonwealth on November 27, 2001. (2) Commonwealth exercised Agents Warrants exercisable for 504,000 shares of Common Stock pursuant to the cashless exercise feature thereof and was issued 496,971 shares of Common Stock therefor on November 12, 2001, and exercised its remaining Agents Warrants pursuant to the cashless exercise feature thereof and was issued 193,954 shares of Common Stock therefor on November 27, 2001. In addition, on November 27, 2001, Commonwealth distributed 485,819 shares of Common Stock to certain of its employees and affiliates, including ComVest (296,111 shares), Falk (68,105 shares), and Keith Rosenbloom (7,896 shares). (3) Priddy (i) exercised August Placement Warrants exercisable for 1,080,000 shares of Common Stock pursuant to the cashless exercise feature thereof and was issued 1,065,638 shares of Common Stock therefor on November 13, 2001, (ii) exercised his remaining August Placement Warrants pursuant to the cashless exercise feature thereof and was issued 415,616 shares of Common Stock therefor on November 27, 2001, and (iii) converted 16,500 shares of the B-1 Preferred Stock into 198,660 shares of Common Stock on November 6, 2001. In addition, Priddy effected the following open market sales in the past 60 days: Shares Price Per Date Sold Share ---- ---- ----- 11/19/01 75,000 $0.999 11/26/01 6,000 $ 0.93 11/27/01 24,000 $0.867 11/28/01 93,660 $0.819 (d) Not applicable. (e) Not applicable. Item 6. Contracts Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described more fully in Item 4 above, Commonwealth and the Issuer entered into the April Agency Agreement and the August Agency Agreement, which require certain persons to be elected to the Issuer's board of directors. Item 7. Material to be Filed as Exhibits. (i) Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934. (ii) April Agency Agreement. Page 11 of 13 pages (iii) August Agency Agreement. Page 12 of 13 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. Dated: December 20, 2001 ComVest Venture Partners, LP By: ComVest Management, LLC, its general partner By: /s/ Michael S. Falk ----------------------------- Name: Michael S. Falk Title: Manager Dated: December 20, 2001 ComVest Management, LLC By: /s/ Michael S. Falk ------------------------------------ Name: Michael S. Falk Title: Manager Dated: December 20, 2001 /s/ Michael S. Falk ---------------------------------------- Michael S. Falk Dated: December 20, 2001 /s/ Robert Priddy ---------------------------------------- Robert Priddy Page 13 of 13 pages EXHIBIT INDEX 1. Joint Filing Agreement 2. April Agency Agreement (incorporated by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2001). 3. August Agency Agreement (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2001). Page 14 of 14 pages JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Infowave Software, Inc., and hereby affirm that this Schedule 13D is being filed on behalf of each of the undersigned. Dated: December 20, 2001 ComVest Venture Partners, LP By: ComVest Management, LLC, its general partner By: /s/ Michael S. Falk ----------------------------- Name: Michael S. Falk Title: Manager Dated: December 20, 2001 ComVest Management, LLC By: /s/ Michael S. Falk ------------------------------------ Name: Michael S. Falk Title: Manager Dated: December 20, 2001 /s/ Michael S. Falk ---------------------------------------- Michael S. Falk Dated: December 20, 2001 /s/ Robert Priddy ---------------------------------------- Robert Priddy -----END PRIVACY-ENHANCED MESSAGE-----