Schedule 13D

-----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, BvIpxDADQtmswghJb6kTbQzOZy9l6K49qvbdtSKhuymUYgNudKSM2a6p1kZpuAdh PWp+THYpD1I038MAkydBkg== 0001193125-04-006857.txt : 20040121 0001193125-04-006857.hdr.sgml : 20040121 20040121165957 ACCESSION NUMBER: 0001193125-04-006857 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STELLENT INC CENTRAL INDEX KEY: 0000867347 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411652566 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43502 FILM NUMBER: 04535658 BUSINESS ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529032000 MAIL ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: INTRANET SOLUTIONS INC DATE OF NAME CHANGE: 19960808 FORMER COMPANY: FORMER CONFORMED NAME: MACGREGOR SPORTS & FITNESS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: VIDA VENTURES LTD /MN/ DATE OF NAME CHANGE: 19600201 FILED BY: 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 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 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. )*

Stellent Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

85856W105

(CUSIP Number)

Steven M. Johnson

Optika Inc.

7450 Campus Drive, Suite 200

Colorado Springs, Colorado 80920

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 11, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 (“Act”) 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).

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SCHEDULE 13D

CUSIP No. 6839731 10 1

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1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Optika Inc. 95-4154552

2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨

3.	SEC Use Only

4.	Source of Funds OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

N/A

8. Shared Voting Power

3,050,882 shares of common stock⁽¹⁾

9. Sole Dispositive Power

N/A

10. Shared Dispositive Power

N/A

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,050,882 Shares

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

13.	Percent of Class Represented by Amount in Row (11) 13.34% ⁽¹⁾

14.	Type of Reporting Person CO

(1) Beneficial ownership of 2,376,329 shares and options to purchase 674,553 shares exercisable within 60 days of January 11, 2004 of the common stock, par value $0.01 per share (the “Stellent Common Stock”), of Stellent, Inc., a Minnesota corporation (“Stellent”), referred to herein is being reported hereunder solely because Optika Inc., a Delaware corporation (“Optika”), may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4. Neither the filing of this statement nor any of its contents will be deemed to constitute an admission by Optika that it is the beneficial owner of any of the Stellent capital stock referred to herein

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for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The calculation of the foregoing percentage is based on 22,192,264 shares of Stellent Common Stock outstanding as of January 11, 2004 as represented by Stellent and the issuance of 674,553 shares of Stellent Common Stock upon the exercise of outstanding options that either are vested or will vest within 60 days of January 11, 2004 as identified in note 1 above.

Item 1. Security And Issuer.

This statement, relating to the Stellent Common Stock is being filed by and on behalf of Optika. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in this statement. The principal executive offices of Stellent are located at 7777 Golden Triangle Drive, Eden Prairie, Minnesota 55344.

Item 2. Identity and Background.

(a), (b) This statement is being filed by Optika Inc., a Delaware corporation. The address of the principal office and principal business of Optika is 7450 Campus Drive, Suite 200, Colorado Springs, Colorado 80920. Other than the directors and officers of Optika, there are no other persons that control Optika. The name and business address of each of Optika’s officers and directors are listed on Schedule A hereto.

(c) Optika is a leading enterprise content management (ECM) provider of imaging, workflow, collaboration and records management software. The present principal occupation of each of Optika’s officers and directors is listed on Schedule A hereto.

(d) During the past five years, neither Optika nor, to the best of its knowledge, any of its officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither Optika nor, to the best of its knowledge, any of its officers or directors, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws.

(f) Optika is a Delaware corporation. To the best knowledge of Optika, all of its officers and directors are citizens of the United States.

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

As described in Item 4 below, Stellent and its wholly owned subsidiary, STEL Sub, Inc. (“STEL Sub”), have entered into an Agreement and Plan of Merger with Optika dated January 11, 2004 (the “Merger Agreement”). Under the Merger Agreement, Optika will merge (the “Merger”) with and into STEL Sub. Under the terms of the Merger Agreement, upon consummation of the Merger:

•

Each outstanding share of Optika Common Stock will be converted into the right to receive 0.44 of a share of Stellent common stock, par value $.01 per share (the “Stellent Common Stock”) subject to adjustment described below.

•

All outstanding shares of Optika Preferred Stock will be converted into the right to receive a total of $10,000,000 in cash and, in certain circumstances described below, shares of Stellent Common Stock.

•

Each outstanding option to acquire shares of Optika Common Stock will be assumed by Stellent and converted into the right to acquire shares of Stellent Common Stock.

If the value of 0.44 of a share of Stellent Common Stock, based on the average Stellent Common Stock closing price over a period ending shortly before the Merger is consummated, is greater than $4.00, then:

•

80 percent of the value in excess of $4.00 will be allocated to the holders of Optika Common Stock.

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•

20 percent of the value in excess of $4.00 will be allocated to the holders of Optika Preferred Stock.

This allocation will be accomplished by reducing the total number of shares of Stellent Common Stock to be issued to holders of Optika Common Stock and by issuing those shares to the holders of Optika Preferred Stock. The total number of shares to be issued by Stellent will not change.

The funds that will be used to pay the cash portion of the consideration will be provided by Stellent from existing cash and marketable securities and the shares of Stellent Common Stock to be issued to Optika stockholders will be newly issued by Stellent.

The information in Item 4 of this statement is incorporated by reference in this Item 3.

Item 4. Purpose of Transaction.

The following percentages are based upon there being 22,192,264 shares of Stellent Common Stock outstanding as of January 11, 2004, as represented by Stellent in the Merger Agreement.

(a), (b) Stellent, STEL Sub and Optika entered into the Merger Agreement, a copy of which is attached hereto as Exhibit 1, under which Optika has agreed to be acquired in the Merger. The Merger Agreement provides for the merger of Optika into STEL Sub, with STEL Sub as the surviving organization. Subject to the terms and conditions contained in the Merger Agreement, at the effective time of the Merger, each outstanding share of Optika Common Stock (except for shares held by Optika stockholders who have perfected their appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive the per-share common stock merger consideration and each outstanding share of Optika Preferred Stock (except for shares held by Optika stockholders who have perfected their appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive the per-share preferred stock merger consideration. Under the Merger Agreement, each outstanding option to purchase Optika Common Stock will be assumed by Stellent and converted into an option to purchase Stellent Common Stock.

Consummation of the Merger is subject to a number of standard conditions set forth in the Merger Agreement, including the adoption of the Merger Agreement by Optika’s stockholders and the approval of the share issuance by Stellent’s shareholders.

In connection with the Merger Agreement, Optika entered into a voting agreement, dated as of January 11, 2004, with certain of Stellent’s officers and directors set forth on the signature pages attached thereto (the “Voting Agreement”). A copy of the Voting Agreement is attached hereto as Exhibit 2. The Voting Agreement provides, among other things, that these officers and directors of Stellent agree to vote all of their shares of Stellent Common Stock in favor of the adoption of the Merger Agreement at any meeting of Stellent’s stockholders to consider that proposal (and these Stellent officers and directors have delivered irrevocable proxies to this effect to Optika in the form of Exhibit B to the Voting Agreement). The Voting Agreement will terminate if the Merger Agreement is terminated or upon consummation of the Merger. As a result of the Voting Agreement, Optika may be deemed to have a beneficial ownership interest in 3,050,882 shares of Stellent Common Stock through this shared voting control, representing approximately 13.34% of the total number of outstanding shares of Stellent Common Stock. The purpose of entering into the Voting Agreement is to assist Optika in consummating the Merger.

The summary set forth herein of certain provisions of the Voting Agreement does not purport to be a complete descriptions 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.

(d) It is anticipated that upon consummation of the Merger, the officers of STEL Sub will become the officers of the corporation surviving the Merger. The directors of Optika will continue, immediately following the consummation of the Merger, as directors of the company surviving the Merger. However, it is a condition to the consummation of the Merger that each of the directors of Optika deliver to Stellent a resignation from the board of the company surviving the Merger, which resignation will become effective as of the date on which a registration statement related to stock options issued by Stellent to replace stock options issued by Optika becomes effective.

(e) Upon consummation of the Merger, all outstanding shares of Optika Common Stock will be canceled in exchange for the per-share common stock merger consideration and all outstanding shares of Optika’s

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Preferred Stock will be canceled in exchange for the per-share preferred stock merger consideration. It is intended that all outstanding options to purchase Optika Common Stock will be assumed by Stellent and converted into the right to acquire shares of Stellent Common Stock.

(f) Not applicable.

(g) Upon consummation of the Merger, the Certificate of Designation of Optika’s Series A-1 Preferred Stock will be amended and restated as described in the Merger Agreement and the certificate of incorporation and bylaws of STEL Sub, as in effect immediately before the Merger, will be the governing documents of the surviving organization.

(h) Optika’s shares are currently traded on the Nasdaq SmallCap Market. Following the consummation of the Merger, the shares will no longer be listed.

(i) Upon consummation of the Merger, Stellent promptly will file for termination of the registration of Optika’s Common Stock pursuant to Section 12(g)(4) of the Sections Exchange Act of 1934.

(j) Not applicable.

Item 5. Interest in Securities of the Issuer.

(a) Although Optika does not directly own any shares of Stellent Common Stock as of the date hereof, pursuant to the Voting Agreement Optika may be deemed to beneficially own 3,050,882 shares of Stellent Common Stock, representing approximately 13.34% of all outstanding shares of Stellent Common Stock.

(b) Pursuant to the voting agreements, Optika may be deemed to have shared voting power with respect to 3,050,882 shares of Stellent Common Stock.

(c) Other than entering into the Merger Agreement and the Voting Agreement, neither Optika nor, to the best of its knowledge, any of its officers or directors, effected any transactions in the Stellent Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than the matters disclosed in response to Items 4 and 5 above, neither Optika nor, to the best of its knowledge, any of its officers or directors is a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Stellent, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Notwithstanding the foregoing, Optika is obligated to pay Revolution Partners for investment banking and financial advisory fees in connection with the Merger.

Item 7. Material to be Filed as Exhibits.

Exhibit No.		Description

1		Agreement and Plan of Merger, dated as of January 11, 2004, among Stellent, Inc., STEL Sub, Inc., and Optika Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Optika Inc. (SEC file no. 0-28672 ) filed January 12, 2004).

2		Voting Agreement, dated as of January 11, 2004, among certain officers of Stellent, Inc. and Optika Inc.

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Signature

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

Date: January 21, 2004				OPTIKA INC.

				/s/ Steven M. Johnson
				Steven M. Johnson
				Executive Vice President,
				Chief Financial Officer and Secretary

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SCHEDULE A

Name	Business Address	Principal Occupation
Mark K. Ruport	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Chairman and Chief Executive Officer Optika Inc.

Alan B. Menkes	680 Fifth Avenue, 9^th Floor New York, NY 10019	Managing Partner Empeiria Capital LLC

James T. Rothe, Ph.D.	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Professor of Business Administration University of Colorado at Colorado Springs

Edwin C. Winder	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Private Investments

Steven M. Johnson	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Executive Vice President, Chief Financial Officer, Secretary and Chief Accounting Officer Optika Inc.

Greg D. Cooke	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Vice President, North American Channel Sales Optika Inc.

Derrick S. Crow	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Vice President, Solution Services Optika Inc.

James A. Franklin	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Vice President, North American Direct Sales Optika Inc.

Patrick M. Donovan	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Director of Finance and Administration Optika Inc.

Christopher J. Ryan	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Vice President, Marketing Optika Inc.

Randall S. Weakly	7450 Campus Drive, Suite 200 Colorado Springs, CO 80920	Vice President, Research and Development Optika Inc.

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EX-2 3 dex2.htm VOTING AGREEMENT Voting Agreement

Exhibit 2

VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is dated as of January 11, 2004, among Optika Inc., a Delaware corporation (the “Company”), and the persons listed on Annex A hereto, each of whom is a holder (a “Shareholder”) of shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”).

RECITALS

A. The Buyer, STEL Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Buyer (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), 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 will exchange such shares for shares of common stock of the Buyer (“Buyer Common Stock”) and (3) the existing holders Series A-1 Convertible Preferred Stock of the Company will exchange such shares for cash and, in certain circumstances, shares of Buyer Common Stock.

B. Each Shareholder is a director or executive officer of the Buyer.

C. The execution and delivery of this Agreement is a condition precedent to the Company entering into the Merger Agreement.

AGREEMENT

Now, therefore, the parties hereby agree as follows:

1. Voting; Proxy.

(a) During the term of this Agreement, at each meeting of the Buyer’s shareholders convened to consider and vote upon the issuance of shares of Buyer Common Stock in the Merger, each Shareholder agrees to vote (to the extent not voted by the person or persons appointed under the proxy granted under Section 1(b)) all shares of Buyer Common Stock owned of record by the Shareholder at the record date for the vote (including, except for any shares for which the Shareholder’s sole voting power results from his or her having been named as proxy pursuant to the proxy solicitation conducted by the Buyer’s Board of Directors in connection with the meeting, any shares of Buyer Common Stock over which the Shareholder has voting power, by contract or otherwise) in favor of the approval of the stock issuance.

(b) Each Shareholder acknowledges that he or she has executed and delivered to the Company an irrevocable proxy in the form of Annex B hereto.

2. No Transfer. During the term of this Agreement, each Shareholder agrees that he or she will not sell, pledge, assign, or otherwise transfer, or authorize, propose, or agree to the sale, pledge, assignment, or other transfer of, any of his or her shares of Buyer Common Stock, unless (a) at least two business days’ written notice of the proposed transfer is provided to the Company and (b) the intended transferee agrees in writing to be bound by this Agreement as if he or she were a Shareholder.

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3. Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants to the Company with respect to himself or herself as follows:

(a) Authority. He or she has the requisite power and authority to enter into this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by him or her and constitutes his or her valid and binding obligation, enforceable against him or her in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, 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. He or she owns of record and has voting power over the number of shares of Buyer Common Stock set forth beside his or her name on Annex A hereto; and such shares are held by him or her free and clear of all liens, charges, pledges, restrictions, and encumbrances that would prevent him or her from performing his or her obligations hereunder.

(c) Noncontravention. Neither his or her execution and delivery of this Agreement, nor his or her consummation of any of the transactions contemplated hereby, nor his or her compliance with any of the provisions hereof 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, or result in the creation of any lien upon, any of his or her properties or assets under any agreement or instrument to which he or she is a party or any statute, rule, regulation, judgment, order, decree, or other legal requirement applicable to him or her.

(d) Litigation. (i) There is no claim, action, proceeding, or investigation pending or, to his or her knowledge, threatened against or relating to him or her before any court or governmental or regulatory authority or body (including the National Association of Securities Dealers, Inc.), and (ii) he or she is not subject to any outstanding order, writ, injunction, or decree, that, in the case of clause (i) or (ii), if determined adversely, would prohibit him or her from performing his or her obligations hereunder.

4. Termination. This Agreement will terminate automatically and without further action on behalf of any party at the earlier of (a) the Effective Time or (b) the date and time the Merger Agreement is terminated pursuant to its terms. In the event of a termination of this Agreement pursuant to this Section 4, this Agreement will forthwith become void and there will be no liability or obligation on the part of any party; provided, 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 Shareholders delivered under Section 1(b) will also terminate and be of no further force or effect, and the Company will promptly return the proxies to the respective Shareholders.

5. Director Matters Excluded. The Company acknowledges and agrees that, with respect to each Shareholder that is a member of the Buyer’s Board of Directors, no provision of this Agreement will limit or otherwise restrict such Shareholder with respect to any act or omission that he may undertake or authorize in his capacity as a member of the Buyer’s Board of

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Directors, including, without limitation, any vote that such Shareholder may make as a director of the Buyer with respect to any matter presented to the Buyer’s Board of Directors.

6. Miscellaneous.

(a) Notices. All notices and other communications hereunder will 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 a Shareholder at the address and/or telecopy number set forth under his or her name on Annex A hereto;

If to Company to:

Optika Inc.

7450 Campus Drive, Suite 200

Colorado Springs, Colorado 80920

Telecopy: (719) 531-0119

Telephone: (719) 548-9800

Attention: Chief Executive Officer

with a copy to:

E* Law Group

3555 West 110^th 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) 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, between the parties with respect to the subject matter hereof.

(e) 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.

(f) Governing Law. This Agreement will be governed by Delaware law, without regard to the principles of conflicts of law.

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(g) 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 party. 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. The representations, agreements, and obligations of the Shareholders contained herein will survive the death or incapacity of any Shareholder and will be binding upon the heirs, personal representatives, successors, and assigns of each Shareholder.

(h) 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.

(i) Defined Terms. All capitalized terms used but not defined herein have the meanings given them in the Merger Agreement.

[Remainder of page left intentionally blank—signature pages follow]

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IN WITNESS WHEREOF, each of the parties have signed this Agreement as of the date first written above.

OPTIKA INC.

By:		s/s Mark K. Ruport

		Mark K. Ruport Chief Executive Officer

s/s Robert F. Olson Robert F. Olson

s/s Kenneth H. Holec Kenneth H. Holec

s/s Philip E. Soran Philip E. Soran

s/s Raymond A. Tucker Raymond A. Tucker

s/s Steven C. Waldron Steven C. Waldron

s/s Gregg A. Waldon Gregg A. Waldon

s/s David S. Batt David S. Batt

s/s Frank A. Radichel Frank A. Radichel

s/s Daniel P. Ryan Daniel P. Ryan

[Stellent, Inc. Voting Agreement]

Signature Page

ANNEX A

TO BUYER STOCKHOLDER AGREEMENT

Name		Number of Shares of Buyer Common Stock
Robert F. Olson		2,255,764
Kenneth H. Holec		90,315
Philip E. Soran		0
Raymond A. Tucker		10,000
Steven C. Waldron		0
Gregg A. Waldon		10,000
David S. Batt		0
Frank A. Radichel		250
Daniel P. Ryan		10,000

Annex A-1

ANNEX B

TO BUYER STOCKHOLDER AGREEMENT

IRREVOCABLE PROXY

The undersigned, revoking any proxy heretofore given, hereby constitutes and appoints each of Mark K. Ruport and Steven M. Johnson 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 common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”), or other shares of capital stock of the Buyer entitled to vote on the business to be transacted, (1) registered in the name of the undersigned at the record date for such vote, or (2) except as set forth below, 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 shareholders of the Buyer, and at all adjournments thereof, and pursuant to any consent of the shareholders in lieu of a meeting or otherwise, in favor of approval of the Stock Issuance (defined below).

This Proxy is given with respect to the approval of the issuance of shares of common stock of the Buyer (the “Stock Issuance”) pursuant to the Agreement and Plan of Merger among the Buyer, STEL Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Buyer, and Optika Inc., a Delaware corporation (the “Company”), dated as of January , 2004 (the “Merger Agreement”). This Proxy is given to induce the Company 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, dated as of the date hereof, among the Company and each of the persons and entities listed on Annex A thereto (the “Termination”).

Notwithstanding clause (2) of the first paragraph above, this Proxy will not include any shares of capital stock of the Buyer that are not subject to clause (1) of the first paragraph above for which the undersigned’s only voting power results from the undersigned having been named as proxy pursuant to the proxy solicitation conducted by the Buyer’s Board of Directors in connection with a meeting of the shareholders of the Buyer and over which the undersigned does not otherwise have voting power with respect thereto.