<PAGE>   1
 As filed with the Securities and Exchange Commission on March 16, 2000
                                              Registration No. _________________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                                 SELECTICA, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                      <C>
               DELAWARE                                      77-0432030
     (State or other jurisdiction                          (IRS Employer
   of incorporation or organization)                     Identification No.)
</TABLE>

                              3 WEST PLUMERIA DRIVE
                         SAN JOSE, CALIFORNIA 95134-2111
               (Address of principal executive offices) (Zip Code)
                               -------------------

                                 SELECTICA, INC
                                 1996 STOCK PLAN
                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
              SHARES ACQUIRED UNDER WRITTEN COMPENSATION AGREEMENTS
                   Stock Option Agreement for Charles Pendell
                 Stock Option Agreement for Dr. S.S. Sundarajan
                    Stock Option Agreement for Ashish Mathur
                   Stock Option Agreement for Stephen Bennion
                            (Full title of the Plans)
                               -------------------

                                 STEPHEN BENNION
                             CHIEF FINANCIAL OFFICER
                                 SELECTICA, INC.
                              3 WEST PLUMERIA DRIVE
                             SAN JOSE, CA 95134-2111
                     (Name and address of agent for service)
                                 (408) 570-9700
          (Telephone number, including area code, of agent for service)
                               -------------------

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
         Title of                                              Proposed Maximum    Proposed Maximum
        Securities                          Amount                 Offering            Aggregate           Amount of
           to be                             to be                   Price             Offering          Registration
        Registered                        Registered (1)         per Share (2)          Price (2)            Fee
        ----------                        --------------      -----------------     -----------------    --------------
<S>                                       <C>                  <C>                 <C>                   <C>
1996 Stock Plan
    Options                                 3,530,806                 N/A                N/A                 N/A
    Common Stock (par value $.0001)         3,530,806 shares        $30.00            $105,924,000         $27,963.98

1999 Equity Incentive Plan
    Options                                 2,200,000                 N/A                N/A                 N/A
    Common Stock (par value $.0001)         2,200,000 shares        $30.00            $ 66,000,000         $17,424.00

1999 Employee Stock Purchase Plan
    Rights To Purchase                      1,000,000                 N/A                N/A                 N/A
    Common Stock (par value $.0001)         1,000,000 shares        $30.00            $ 30,000,000         $ 7,920.00
</TABLE>


<PAGE>   2

<TABLE>
<S>                                               <C>                   <C>               <C>                 <C>
Written Compensation Agreements                                          N/A              N/A               N/A
       Common Stock (par value $.0001)            1,646,460 shares      $30.00            $49,393,800       $13,039.96

Stock Option Agreement for Charles Pendell
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

Stock Option Agreement for Dr. S.S. Sundarajan
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

Stock Option Agreement for Ashish Mathur
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

Stock Option Agreement for Stephen Bennion
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

</TABLE>


(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1996 Stock Plan, 1999
        Equity Incentive Plan, 1999 Employee Stock Purchase Plan, Written
        Compensation Agreements, Stock Option Agreement for Charles Pendell,
        Stock Option Agreement for Dr. S.S. Sundarajan, Stock Option Agreement
        for Ashish Mathur, and the Stock Option Agreement for Stephen Bennion by
        reason of any stock dividend, stock split, recapitalization or other
        similar transaction effected without the receipt of consideration which
        results in an increase in the number of the outstanding shares of Common
        Stock of Selectica, Inc.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the fair market
        value per share of Common Stock of Selectica, Inc. on March 9, 2000.



                                EXPLANATORY NOTE

               Selectica, Inc. has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register shares of its common stock, $0.0001 par
value per share. Under cover of this Form S-8 is a Reoffer Prospectus Selectica,
Inc. prepared in accordance with Part I of Form S-3 under the 1933 Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to
1,646,460 shares of common stock acquired by Registered Stockholders by
exercising their options.


<PAGE>   3
                                 SELECTICA, INC.

         FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                         REQUIRED BY PART I OF FORM S-3


<TABLE>
<CAPTION>
Form S-3 Item Number                                 Location/Heading in Prospectus
--------------------                                 ------------------------------
<S>                                                  <C>
1.  Forepart of Registration Statement and           Cover page
    Outside Front Cover page of Prospectus

2.  Inside Front and Outside Back Cover Page of      Available Information; Incorporation of
    Prospectus                                       Certain Information by Reference

3.  Summary Information, Risk Factors and Ratio      Risk Factors
    of Earnings to Fixed Charges

4.  Use of Proceeds                                  Use of Proceeds

5.  Determination of Offering Price                  Not applicable

6.  Dilution                                         Not applicable

7.  Registered Stockholders                          Registered Stockholders

8.  Plan of Distribution                             Plan of Distribution

9.  Description of Securities to be Registered       Not Applicable

10. Interests of Named Experts and Counsel           Not Applicable

11. Material Changes                                 Not Applicable

12. Incorporation of Certain Information             Documents Incorporated by Reference

13. Disclosure of Commission Position on             Indemnification
    Indemnification for Securities Act
    Liabilities
</TABLE>


<PAGE>   4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Documents by Reference

        Selectica, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's prospectus filed with the SEC pursuant to Rule
                424(b) under the Securities Act of 1933, as amended (the "1933
                Act"), in connection with Registration Statement No. 333-92545
                on Form S-1 filed with the SEC on December 10, 1999, together
                with any and all amendments thereto, in which there are set
                forth audited financial statements for the Registrant's fiscal
                years ended March 31, 1998 and 1999 and 6 months ended September
                30, 1999 and

        (b)     The description of the Registrant's outstanding Common Stock
                contained in the Registrant's Registration Statement No.
                000-29637 on Form 8-A filed with the SEC on February 22, 2000,
                pursuant to Section 12 of the 1934 Act, including any amendment
                or report filed for the purpose of updating such description.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the


                                      II-2


<PAGE>   5
        Registrant's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

        The sale and issuance of securities to the registered stockholders by
Selectica, Inc. to whom the shares offered for resale pursuant to this
Registration Statement were sold were in each case deemed to be exempt from
registration under the Securities Act of 1933 by virtue of Section 4(2) thereof.

Item 8. Exhibits


<TABLE>
<CAPTION>
 Exhibit Number    Exhibit
 --------------    -------
<S>             <C>
    4           Instrument Defining Rights of Stockholders. Reference is made to
                Registrant's Registration Statement No. 000-29637 on Form 8-A,
                which is incorporated herein by reference pursuant to Item 3(b)
                of this Registration Statement.

    5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
                Franklin & Hachigian, LLP.

    23.1        Consent of Ernst & Young LLP, Independent Auditors.

    23.2        Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                Hachigian, LLP is contained in Exhibit 5.

    24          Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.
</TABLE>


Item 9. Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1996 Stock Plan, 1999 Equity Incentive Plan,
1999 Employee Stock Purchase Plan, Written Compensation Agreements, Stock
Option Agreement for Charles Pendell, Stock Option Agreement for Dr. S.S.
Sundarajan, Stock Option Agreement for Ashish Mathur, and the Stock Option
Agreement for Stephen Bennion.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a


                                      II-3


<PAGE>   6
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.


                                      II-4


<PAGE>   7
                                   SIGNATURES



               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this 15th day
of March, 2000.

                                 SELECTICA, INC.


                                 By: /s/ Rajen Jaswa
                                     -------------------------------
                                     Rajen Jaswa
                                     Chairman of the Board, Chief Executive
                                     Officer, and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Selectica, Inc., a
Delaware corporation, do hereby constitute and appoint Rajen Jaswa and Stephen
Bennion, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                              Title                                                        Date
---------                              -----                                                        ----
<S>                                    <C>                                                          <C>
/s/ Rajen Jaswa                                                                                March 15, 2000
-------------------------------        Chairman of the Board, Chief Executive
      Rajen Jaswa                      Officer, and President
                                       (Principal Executive Officer)
/s/ Stephen Bennion                                                                            March 15, 2000
-------------------------------        Chief Financial Officer, Vice President of Finance,
      Stephen Bennion                  and Secretary
                                       (Principal Financial and Accounting Officer)
/s/ Dr. Sanjay Mittal                                                                          March 15, 2000
-------------------------------        Vice Chairman of the Board, Chief Technical
      Dr. Sanjay Mittal                Officer, and Vice President of Engineering
</TABLE>


<PAGE>   8

<TABLE>
<CAPTION>
Signature                              Title                                                        Date
---------                              -----                                                        ----
<S>                                    <C>                                                          <C>
  /s/ BETSY ATKINS                                                                           March 15, 2000
-------------------------------        Director
      Betsy Atkins

  /s/ JOHN FISHER                                                                            March 15, 2000
-------------------------------        Director
      John Fisher

  /s/ MICHAEL LYONS                                                                          March 15, 2000
-------------------------------        Director
      Michael Lyons

  /s/ ROBIN RICHARDS DONOHOE                                                                 March 15, 2000
-------------------------------        Director
      Robin Richards Donohoe


-------------------------------        Director
      Thomas Neustaetter
</TABLE>


<PAGE>   9
                             Shares of Common Stock
                                 Selectica, Inc.


               This Reoffer Prospectus relates to 1,646,460 shares of the Common
Stock, par value $0.0001 (the "Common Stock"), of Selectica, Inc. (the
"Company"), which may be offered from time to time by certain key employees
named herein and pursuant to this Registration Statement (the "Registered
Stockholders"). It is anticipated that the Registered Stockholders will offer
shares for sale at prevailing prices on the Nasdaq National Market System on the
date of sale. The Company will receive no part of the proceeds of sale made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by each of the Registered Stockholders will be borne by each such
Registered Stockholder.

               The Common Stock is traded on the Nasdaq National Market System.

               The Registered Stockholders and any broker executing selling
orders on behalf of the Registered Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.

          THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
 CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 6.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

               No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

               The date of this Prospectus is March 16, 2000.


<PAGE>   10
                              AVAILABLE INFORMATION

               The Company will be subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") upon the first date on which its Common Stock is registered under Section
12(g) of the Exchange Act and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
219 South Dearborn Street, Chicago, IL 60604; 26 Federal Plaza, New York, NY
10007; and 5757 Wilshire Boulevard, Los Angeles, CA 90036, at prescribed rates.
The Common Stock is quoted on the Nasdaq National Market System. Reports, proxy
statements, informational statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The
Commission also maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants that file
electronically with the Commission.

               The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report thereon by
independent certified public Auditors.

               A copy of any document incorporated by reference in the
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates) of
which this Reoffer Prospectus forms a part but which is not delivered with this
Reoffer Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such requests should
be directed to Stephen Bennion, Selectica, Inc., 3 West Plumeria Drive, San
Jose, CA 95134-2111. The Company's telephone number at that location is (408)
570-9700.


                                TABLE OF CONTENTS


<TABLE>
                                                                Page
<S>                                                             <C>
THE COMPANY ...................................................   3

RISK FACTORS ..................................................   4

USE OF PROCEEDS................................................  17

REGISTERED STOCKHOLDERS........................................  17

PLAN OF DISTRIBUTION...........................................  18

DOCUMENTS INCORPORATED BY REFERENCE............................  18

INDEMNIFICATION................................................  19
</TABLE>


                                       2



<PAGE>   11
                                   THE COMPANY


                                SELECTICA, INC.

     Selectica, Inc. ("Selectica" or "The Company") is a leading provider of
Internet selling system software and services that enable companies to
efficiently sell complex products and services over intranets, which are
networks of computers that are internal to companies and use Internet
technologies, extranets, which are intranets that outsiders, such as suppliers
and customers, are allowed to access, and the public Internet. Our ACE suite of
software products is a comprehensive Internet selling system solution that
guides a new customer through an analysis of its needs and product or service
selection and also guides an experienced customer, partner or employee through
product or service configuration, pricing and order creation over the Internet,
thereby helping convert potential buyers into customers. Our Internet selling
system solution allows companies to use the Internet platform to deploy a
selling application to many points of contact, including personal computers,
in-store kiosks and mobile devices, while offering customers, partners and
employees an interface customized to their specific needs.

     The Internet is transforming the business environment by increasing
competition and enabling the development of new business models. In order to
remain competitive, companies must find innovative ways to sell, increase
efficiencies in the sales cycle and deliver greater customer satisfaction. A
growing number of companies are seeking to leverage the Internet to market and
sell their products and services. To date, many electronic commerce transactions
have been simple purchases of products such as books, compact discs, stocks and
toys. We believe, however, that growth in electronic commerce will be driven by
the ability of companies to complete complex transactions such as
business-to-business electronic commerce, which is the sale of products and
services over the Internet from businesses to other businesses, and the sale of
consumer products and services involving multiple features and options.

     The completion of a complex sales transaction depends on a seller's ability
to identify and satisfy a buyer's needs. In traditional sales, companies rely on
trained salespeople to interact with customers to address customer needs,
explain product features and ultimately consummate the sale. To date, many
electronic commerce web sites have been static collections of non-interactive
content, and have limited ability to assist and guide a customer through a
purchase decision. Using the Internet to complete complex sales transactions,
however, requires businesses to implement a sophisticated system that performs
the traditional role of the salesperson throughout the sales lifecycle of the
products and services.

     In parallel with the growth of electronic commerce, the Internet is
becoming a technology platform for business application deployment. With the
emergence of the Internet platform, which includes intranets, extranets and the
public Internet, companies are able to more broadly and cost-effectively deploy
business applications to customers, partners and employees and make the most
current applications and information immediately available on Internet-enabled
devices.

     Our ACE suite of products enables businesses to easily develop and rapidly
deploy an Internet sales channel, or a means for selling products and services
over the Internet, that interactively assists their customers, partners and
employees through the selection, configuration, pricing, quoting and fulfillment
processes. ACE is a comprehensive Internet selling system that meets the needs
of companies looking to efficiently sell complex products and services. Our
product architecture has been designed specifically for the Internet, providing
our solution with scalability, which is the ability to accommodate substantial
increases in the number of users concurrently using the product, reliability and
flexibility. Additionally, our Internet selling system solution has been
developed with an open architecture that leverages data in existing enterprise
applications, such as enterprise resource planning systems, providing an
easy-to-install application that is designed to reduce deployment time.

     Our current customers include 3Com, Allied Signal, Aspect Communications,
BMW, Centigram, Cisco, expenseVision, Fireman's Fund, Fujitsu, Hewlett-Packard,
LoanMarket, Redback Networks, RTS Software, Samsung, Sun Microsystems and
Watlow. We have developed strong working relationships with system integrators,
such as Andersen Consulting, Arthur Andersen, EDS, A.T. Kearny, KPMG and
PricewaterhouseCoopers, with independent software vendors, such as BroadVision,
InterWorld, Netscape/ AOL and Tibco, and with application service providers such
as Asera and Corio. Our strategic investors are the Intel 64 Fund and ITOCHU
Corporation.

     Selectica was incorporated in June 1996. Our principal offices are located
at 3 West Plumeria Drive, San Jose, California 95134 and our telephone number is
(408) 570-9700. Our Internet address is www.selectica.com. The information
contained on our web site does not constitute a part of this prospectus.



                                       3



<PAGE>   12

                                  RISK FACTORS

                         RISKS RELATED TO OUR BUSINESS

THE UNPREDICTABILITY OF OUR QUARTERLY REVENUES AND RESULTS OF OPERATIONS MAKES
IT DIFFICULT TO PREDICT OUR FINANCIAL PERFORMANCE AND MAY CAUSE VOLATILITY OR A
DECLINE IN THE PRICE OF OUR COMMON STOCK IF WE ARE UNABLE TO SATISFY THE
EXPECTATIONS OF INVESTORS OR THE MARKET.

     In the past, our quarterly operating results have varied significantly, and
we expect these fluctuations to continue. Future operating results may vary
depending on a number of factors, many of which are outside of our control.

     Our quarterly revenues may fluctuate as a result of our ability to
recognize revenue in a given quarter. We enter into arrangements for the sale of
(1) licenses of our software products and related maintenance contract; (2)
bundled license, maintenance, and services; and (3) services on a time and
material basis. For each arrangement, we determine whether evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection is probable. If any of these criteria are not met, revenue
recognition is deferred until such time as all of the criteria are met.

     For those contracts that consist solely of license and maintenance we
recognize license revenues based upon the residual method after all elements
other than maintenance have been delivered as we have vendor specific objective
evidence of fair value of maintenance we recognize maintenance revenues over the
term of the maintenance contract. For those contracts that bundle the license
with maintenance training, and/or consulting services, we assess whether the
service element of the arrangement is essential to the functionality of the
other elements of the arrangement. In those instances where we determine that
the service elements are essential to the other elements of the arrangement, we
account for the entire arrangement using contract accounting.

     For those arrangements accounted for using contract accounting that do not
include contractual milestones or other acceptance criteria we utilize the
percentage of completion method based upon input measures of hours. For those
contracts that include contract milestones or acceptance criteria we recognize
revenue as such milestones are achieved or as such acceptance occurs.

     In some instances the acceptance criteria in the contract requires
acceptance after all services are complete and all other elements have been
delivered. In these instances we recognize revenue based upon the completed
contract method after such acceptance has occurred.

     For those arrangements for which we have concluded that the service element
is not essential to the other elements of the arrangement we determine whether
the services are available from other vendors, do not involve a significant
degree of risk or unique acceptance criteria, and whether we have sufficient
experience in providing the service to be able to separately account for the
service. When the service qualifies for separate accounting we have vendor
specific objective evidence of fair value for the service.

     In those instances where licenses are bundled with other elements for which
we have vendor specific objective evidence of fair value, we have used the
residual method to account for license revenues. As such we defer the total fair
value of the undelivered elements, until such time as they are delivered, and
recognize as license revenues the difference between the total arrangement and
the amount deferred for the undelivered elements.

                                       4
<PAGE>   13
     In addition, because we rely on a limited number of customers, the timing
of milestone achievement or customer acceptance by, the amount of services we
provide to, or the recognition of significant license revenues upon shipment to
a single customer can significantly affect our operating results. For example,
our services revenues declined significantly in the quarter ended June 30, 1999
due to completion of a services contract with BMW of North America, one of our
significant customers. Our license and service revenues increased significantly
in the quarters ended September 30, 1999 and December 31, 1999 generally due to
the addition of two new customers in each respective quarter. We intend to
significantly increase our operating expenses for the foreseeable future.
Because these expenses are relatively fixed in the near term, any shortfall from
anticipated revenues could cause our quarterly operating results to fall below
anticipated levels.

     We may also experience seasonality in revenues. For example, our quarterly
results may fluctuate based upon our customers' calendar year budgeting cycles.
These seasonal variations may lead to fluctuations in our quarterly revenues and
operating results.

     Based upon the foregoing, we believe that period-to-period comparisons of
our results of operations are not necessarily meaningful and that such
comparisons should not be relied upon as indications of future performance. In
some future quarter, our operating results may be below the expectations of
public market analysts and investors, which could cause volatility or a decline
in the price of our common stock.

WE HAVE A HISTORY OF LOSSES AND EXPECT TO CONTINUE TO INCUR NET LOSSES FOR THE
FORESEEABLE FUTURE.

     We have experienced operating losses in each quarterly and annual period
since inception. We incurred net losses applicable to common stockholders of
$3.1 million for the fiscal year ended March 31, 1998, $7.5 million for the
fiscal year ended March 31, 1999 and $13.3 million for the nine months ended
December 31, 1999. As of December 31, 1999, we had an accumulated deficit of
$24.7 million. We expect to significantly increase our research and development,
sales and marketing, and general and administrative expenses, and consequently
our losses will significantly increase in the future. In order to accommodate
our increase in employees, we have recently leased a larger facility, and we
will incur increased capital equipment costs. We will need to generate
significant increases in our revenues to achieve and maintain profitability. If
our revenue fails to grow or grows more slowly than we anticipate or our
operating expenses exceed our expectations, our losses will significantly
increase which would significantly harm our business and operating results.

OUR LIMITED OPERATING HISTORY AND THE FACT THAT WE OPERATE IN A NEW INDUSTRY
MAKES EVALUATING OUR BUSINESS PROSPECTS AND RESULTS OF OPERATIONS DIFFICULT.

     We were founded in June 1996 and have a limited operating history. We began
marketing our ACE suite of products in early 1997 and released ACE 4.0 in
November 1999. Our business model is still emerging, and the revenue and income
potential of our business and market are unproven. As a result of our limited
operating history, we have limited financial data that you can use to evaluate
our business. You must consider our prospects in light of the risks and
difficulties we may encounter as an early stage company in the new and rapidly
evolving market for Internet selling systems.

IF THE MARKET FOR INTERNET SELLING SYSTEM SOFTWARE DOES NOT DEVELOP AS WE
ANTICIPATE, OUR OPERATING RESULTS WILL BE SIGNIFICANTLY HARMED, WHICH COULD
CAUSE A DECLINE IN THE PRICE OF OUR COMMON STOCK.

     The market for Internet selling system software, which has only recently
begun to develop, is evolving rapidly and likely will have an increased number
of competitors. Because this market is new,

                                        5
<PAGE>   14

it is difficult to assess its competitive environment, growth rate and potential
size. The growth of the market is dependent upon the willingness of businesses
and consumers to purchase complex goods and services over the Internet and the
acceptance of the Internet as a platform for business applications. In addition,
companies that have already invested substantial resources in other methods of
Internet selling may be reluctant or slow to adopt a new approach or application
that may replace, limit or compete with their existing systems.

     The acceptance and growth of the Internet as a business platform may not
continue to develop at historical rates and a sufficiently broad base of
companies may not adopt Internet platform-based business applications, either of
which could significantly harm our business and operating results. The failure
of the market for Internet selling system software to develop, or a delay in the
development of this market, would significantly harm our business and operating
results.

WE FACE INTENSE COMPETITION, WHICH COULD REDUCE OUR SALES, PREVENT US FROM
ACHIEVING OR MAINTAINING PROFITABILITY AND INHIBIT OUR FUTURE GROWTH.

     The market for software and services that enable electronic commerce is
new, intensely competitive and rapidly changing. We expect competition to
persist and intensify, which could result in price reductions, reduced gross
margins and loss of market share. Our principal competitors include Calico
Commerce, FirePond and Trilogy Software. BAAN, Oracle Corporation, SAP and
Siebel Systems offer integrated solutions for electronic commerce incorporating
some of the functionality of an Internet selling system and may intensify their
efforts in our market. In addition, other enterprise software companies may
offer competitive products in the future.

     Competitors vary in size and in the scope and breadth of the products and
services offered. Many of our competitors and potential competitors have a
number of significant advantages over us, including:

     - a longer operating history;

     - preferred vendor status with our customers;

     - more extensive name recognition and marketing power; and

     - significantly greater financial, technical, marketing and other
       resources, giving them the ability to respond more quickly to new or
       changing opportunities, technologies and customer requirements.

     Our competitors may also bundle their products in a manner that may
discourage users from purchasing our products. Current and potential competitors
may establish cooperative relationships with each other or with third parties,
or adopt aggressive pricing policies to gain market share. Competitive pressures
may require us to reduce the prices of our products and services. We may not be
able to maintain or expand our sales if competition increases and we are unable
to respond effectively.

IF WE DO NOT KEEP PACE WITH TECHNOLOGICAL CHANGE, INCLUDING MAINTAINING
INTEROPERABILITY OF OUR PRODUCT WITH THE SOFTWARE AND HARDWARE PLATFORMS
PREDOMINANTLY USED BY OUR CUSTOMERS, OUR PRODUCT MAY BE RENDERED OBSOLETE AND
OUR BUSINESS MAY FAIL.

     Our industry is characterized by rapid technological change, changes in
customer requirements, frequent new product and service introductions and
enhancements and emerging industry standards. In order to achieve broad customer
acceptance, our products must be compatible with major software and hardware
platforms used by our customers. Our products currently operate on the Microsoft

                                        6
<PAGE>   15

Windows NT and Sun Solaris operating systems. In addition, our products are
required to interoperate with electronic commerce applications and databases. We
must continually modify and enhance our products to keep pace with changes in
these operating systems, applications and databases. Internet selling system
technology is complex and new products and product enhancements can require long
development and testing periods. If our products were to be incompatible with a
popular new operating system, electronic commerce application or database, our
business would be significantly harmed. In addition, the development of entirely
new technologies to replace existing software could lead to new competitive
products that have better performance or lower prices than our products and
could render our products obsolete and unmarketable.

DEMAND FOR OUR PRODUCTS AND SERVICES WILL DECLINE SIGNIFICANTLY IF OUR SOFTWARE
CANNOT SUPPORT AND MANAGE A SUBSTANTIAL NUMBER OF USERS.

     Our strategy requires that our products be highly scalable. To date, only a
limited number of our customers have deployed our ACE products on a large scale.
If our customers cannot successfully implement large-scale deployments, or if
they determine that we cannot accommodate large-scale deployments, our business
and operating results would be significantly harmed.

IF WE FAIL TO IMPROVE OUR ACCOUNTING AND FINANCIAL CONTROL SYSTEMS OR ACCURATELY
MANAGE THE PROGRESS OF OUR CUSTOMER CONTRACTS, OUR OPERATING RESULTS WILL BE
SIGNIFICANTLY HARMED.

     In the past, we have had difficulty managing our accounting and financial
reporting systems and the volume and complexity of our customer contracts. We
need to improve our financial and accounting controls, improve our reporting and
approval procedures, expand and train key personnel within our finance and
management organizations, implement more robust information systems, and
accurately record and track our customer contracts. If we fail to improve our
financial systems, procedures and controls or if we fail to effectively manage
our customer contracts, our business and operating results would be
significantly harmed.

WE HAVE RELIED AND EXPECT TO CONTINUE TO RELY ON A LIMITED NUMBER OF CUSTOMERS
FOR A SIGNIFICANT PORTION OF OUR REVENUES, AND THE LOSS OF ANY OF THESE
CUSTOMERS COULD SIGNIFICANTLY HARM OUR BUSINESS AND OPERATING RESULTS.

     Our business and financial condition is dependent on a limited number of
customers. Our five largest customers accounted for approximately 85% and 57% of
our revenues for the fiscal year ended March 31, 1999 and the nine months ended
December 31, 1999, respectively, and our ten largest customers accounted for 96%
and 78% of our revenues for the fiscal year ended March 31, 1999 and the nine
months ended December 31, 1999, respectively. Revenues from significant clients
as a percentage of total revenues are as follows:

     FISCAL YEAR ENDED MARCH 31, 1999

<TABLE>
<S>                                                           <C>
BMW of North America........................................   60%
Olicom......................................................   10%
</TABLE>

     NINE MONTHS ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>
Aspect Communications.......................................   15%
3Com Corporation............................................   14%
Fireman's Fund Insurance....................................   14%
</TABLE>

                                        7
<PAGE>   16

     We expect that we will continue to depend upon a relatively small number of
customers for a substantial portion of our revenues for the foreseeable future.
Contracts with our customers can generally be terminated on short notice by the
customer. As a result, if we fail to successfully sell our products and services
to one or more customers in any particular period, or a large customer purchases
less of our products or services, defers or cancels orders, or terminates its
relationship with us, our business and operating results would be harmed.

OUR FAILURE TO MEET CUSTOMER EXPECTATIONS ON DEPLOYMENT OF OUR PRODUCTS COULD
RESULT IN NEGATIVE PUBLICITY AND REDUCED SALES, BOTH OF WHICH WOULD
SIGNIFICANTLY HARM OUR BUSINESS AND OPERATING RESULTS.

     In the past, our customers have experienced difficulties or delays in
completing implementation of our products. We may experience similar
difficulties or delays in the future. Our Internet selling system solution
relies on defining a knowledge base that must contain all of the information
about the products and services being configured. We have found that extracting
the information necessary to construct a knowledge base can be more time
consuming than we or our customers anticipate. If our customers do not devote
the resources necessary to create the knowledge base, the deployment of our
products can be delayed. Deploying our ACE products can also involve
time-consuming integration with our customers' legacy systems, such as existing
databases and enterprise resource planning software. Failing to meet customer
expectations on deployment of our products could result in a loss of customers
and negative publicity regarding us and our products, which could adversely
affect our ability to attract new customers. In addition, time-consuming
deployments may also increase the amount of professional services we must
allocate to each customer, thereby increasing our costs and adversely affecting
our business and operating results.

OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT FOR US TO FORECAST REVENUE AND
AGGRAVATES THE VARIABILITY OF QUARTERLY FLUCTUATIONS, WHICH COULD CAUSE OUR
STOCK PRICE TO DECLINE.

     The sales cycle of our products has historically averaged between four and
six months, and may sometimes be significantly longer. We are generally required
to provide a significant level of education regarding the use and benefits of
our products, and potential customers tend to engage in extensive internal
reviews before making purchase decisions. In addition, the purchase of our
products typically involves a significant commitment by our customers of capital
and other resources, and is therefore subject to delays that are beyond our
control, such as customers' internal budgetary procedures and the testing and
acceptance of new technologies that affect key operations. In addition, because
we intend to target large companies, our sales cycle can be lengthier due to the
decision process in large organizations. As a result of our products' long sales
cycles, we face difficulty predicting the quarter in which sales to expected
customers may occur. If anticipated sales from a specific customer for a
particular quarter are not realized in that quarter, our operating results for
that quarter could fall below the expectations of financial analysts and
investors, which could cause our stock price to decline.

IF WE ARE UNABLE TO MAINTAIN AND EXPAND OUR DIRECT SALES FORCE, SALES OF OUR
PRODUCTS AND SERVICES MAY NOT MEET OUR EXPECTATIONS AND OUR BUSINESS AND
OPERATING RESULTS WILL BE SIGNIFICANTLY HARMED.

     We depend on our direct sales force for all of our current sales and our
future growth depends on the ability of our direct sales force to develop
customer relationships and increase sales to a level that will allow us to reach
and maintain profitability.

     There is a shortage of the sales personnel we need, such as sales
engineers, and competition for qualified personnel is intense. In addition, it
will take time for new sales personnel to achieve full productivity. If we are
unable to hire or retain qualified sales personnel, or if newly hired personnel

                                       8
<PAGE>   17

fail to develop the necessary skills or to reach productivity when anticipated,
we may not be able to expand our sales organization and increase sales of our
products and services.

IF WE ARE UNABLE TO GROW AND MANAGE OUR PROFESSIONAL SERVICES ORGANIZATION, WE
WILL BE UNABLE TO PROVIDE OUR CUSTOMERS WITH TECHNICAL SUPPORT FOR OUR PRODUCTS,
WHICH COULD SIGNIFICANTLY HARM OUR BUSINESS AND OPERATING RESULTS.

     As we increase licensing of our software products, we must grow our
professional services organization to assist our customers with implementation
and maintenance of our products. Because these professional services have been
expensive to provide, we must improve the management of our professional
services organizations to improve our results of operations. Improving the
efficiency of our consulting services is dependent upon attracting and retaining
experienced project managers. Competition for these project managers is intense,
particularly in the Silicon Valley and in India where the majority of our
professional services organization is based, and we may not be able to hire
qualified individuals to fill these positions.

     Although services revenues, which are primarily comprised of revenues from
consulting fees, maintenance contracts and training, are important to our
business, representing 52% and 43% of total revenues for the year ended March
31, 1999 and the nine months ended December 31, 1999, respectively services
revenues have lower gross margins than license revenues. Gross margins for
services revenues were 34% and negative 32% for the year ended March 31, 1999
and the nine months ended December 31, 1999, respectively, compared to gross
margins for license revenues of 89% and 95% for the respective periods. As a
result, a continued increase in the percentage of total net revenues represented
by services revenues or an unexpected decrease in license revenues could have a
detrimental impact on our overall gross margins and our operating results.

     We anticipate that customers will increasingly utilize third-party
consultants to install and deploy our products. Additionally, in the future we
intend to charge for our professional services on a time and materials rather
than a fixed-fee basis. To the extent that customers are unwilling to utilize
third-party consultants or require us to provide professional services on a
fixed fee basis, our cost of services revenues could increase and could cause us
to recognize a loss on a specific contract, either of which would adversely
affect our operating results. In addition, if we are unable to provide these
resources, we may lose sales or incur customer dissatisfaction and our business
and operating results could be significantly harmed.

FAILURE TO ESTABLISH AND MAINTAIN RELATIONSHIPS WITH SYSTEMS INTEGRATORS AND
CONSULTING FIRMS, WHICH ASSIST US WITH THE SALE AND INSTALLATION OF OUR
PRODUCTS, WOULD IMPEDE ACCEPTANCE OF OUR PRODUCTS AND THE GROWTH OF OUR
REVENUES.

     We rely in part upon systems integrators and consulting firms to recommend
our products to their customers and to install and deploy our products. To
increase our revenues and implementation capabilities, we must develop and
expand our relationships with these systems integrators and consulting firms. If
systems integrators and consulting firms develop, market or recommend
competitive Internet selling systems, our revenues may decline. In addition, if
these systems integrators and consulting firms are unwilling to install and
deploy our products, we may not have the resources to provide adequate
implementation services to our customers and our business and operating results
could be significantly harmed.

                                       9
<PAGE>   18

OUR OPERATING RESULTS ARE SIGNIFICANTLY DEPENDENT UPON THE SALE OF OUR ACE SUITE
OF PRODUCTS, INCLUDING THE NEW VERSION OF OUR PRODUCT RELEASED IN NOVEMBER 1999.

     We expect that we will continue to depend on revenue from new and enhanced
versions of ACE for the foreseeable future, and if companies do not adopt or
expand their use of ACE, our business and operating results would be
significantly harmed. ACE 4.0 was introduced in November 1999. Since ACE 4.0 has
only recently been introduced, customers may discover errors or other problems
with the product, which may adversely affect its acceptance.

IF NEW VERSIONS AND RELEASES OF OUR PRODUCTS CONTAIN ERRORS OR DEFECTS, WE COULD
SUFFER LOSSES AND NEGATIVE PUBLICITY, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS
AND OPERATING RESULTS.

     Complex software products such as ours often contain errors or defects,
including errors relating to security, particularly when first introduced or
when new versions or enhancements are released. In the past, we have discovered
defects in our products and provided product updates to our customers to address
such defects. ACE and other future products may contain defects or errors, which
could result in lost revenues, a delay in market acceptance or negative
publicity, which would significantly harm our business and operating results.

MANY OF OUR EXECUTIVE OFFICERS AND KEY PERSONNEL ARE RELATIVELY NEW AND MUST BE
INTEGRATED INTO OUR ORGANIZATION.

     Many of our executive officers and key personnel have recently joined
Selectica, including our Vice President of Marketing and our Chief Financial
Officer, each of whom have joined Selectica since June 1999. Our future
performance will depend, in part, on our ability to successfully integrate our
newly hired executive officers and key personnel into our management team, and
our ability to develop an effective working relationship among management.

OUR RAPID GROWTH PLACES A SIGNIFICANT STRAIN ON OUR MANAGEMENT SYSTEMS AND
RESOURCES, AND IF WE FAIL TO MANAGE THIS GROWTH, OUR BUSINESS WILL BE HARMED.

     We have recently experienced a period of rapid growth and expansion, which
places significant demands on our managerial, administrative, operational,
financial and other resources. From December 31, 1998 to December 31, 1999, we
expanded from 68 to 269 employees. We have also significantly expanded our
operations in the U.S. and internationally and we plan to continue to expand the
geographic scope of our operations.

     To accommodate continued anticipated growth and expansion, we will be
required to improve existing and implement new operational and financial
systems, procedures and controls. In particular, we will be required to improve
our accounting and financial reporting systems and to successfully manage an
increasing number of relationships with customers, suppliers and employees, and
an increasing number of complex contracts. These demands will require the
addition of new management personnel, and we are currently in the process of
recruiting individuals to fill important management positions. If we are not
able to install adequate systems, procedures and controls to support our future
operations in an efficient and timely manner, or if we are unable to otherwise
manage growth effectively, our business would be harmed.

                                       10
<PAGE>   19

THE LOSS OF ANY OF OUR KEY PERSONNEL WOULD HARM OUR COMPETITIVENESS BECAUSE OF
THE TIME AND EFFORT THAT WE WOULD HAVE TO EXPEND TO REPLACE SUCH PERSONNEL.

     We believe that our success will depend on the continued employment of our
senior management team and key technical personnel, none of whom, except Rajen
Jaswa, our President and Chief Executive Officer, and Dr. Sanjay Mittal, our
Chief Technical Officer and Vice President of Engineering, has an employment
agreement with us. If one or more members of our senior management team or key
technical personnel were unable or unwilling to continue in their present
positions, these individuals would be difficult to replace. Consequently, our
ability to manage day-to-day operations, including our operations in Pune,
India, develop and deliver new technologies, attract and retain customers,
attract and retain other employees and generate revenues would be significantly
harmed.

A SUBSTANTIAL PORTION OF OUR OPERATIONS ARE CONDUCTED BY INDIA-BASED PERSONNEL,
AND ANY CHANGE IN THE POLITICAL AND ECONOMIC CONDITIONS OF INDIA OR IN
IMMIGRATION POLICIES, WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO CONDUCT OUR
OPERATIONS IN INDIA, COULD SIGNIFICANTLY HARM OUR BUSINESS.

     We conduct quality assurance and professional services operations in India.
As of December 31, 1999, there were 101 persons employed in India. We are
dependent on our India-based operations for these aspects of our business and we
intend to grow our operations in India. As a result, we are directly influenced
by the political and economic conditions affecting India. Operating expenses
incurred by our operations in India are denominated in Indian currency and
accordingly, we are exposed to adverse movements in currency exchange rates.
This, as well as any other political or economic problems or changes in India,
could have a negative impact on our India-based operations, resulting in
significant harm to our business and operating results. Furthermore, the
intellectual property laws of India may not adequately protect our proprietary
rights. We believe that it is particularly difficult to find quality management
personnel in India, and we may not be able to timely replace our current
India-based management team if any of them were to leave our company.

     Our training program for some of our India-based employees includes an
internship at our San Jose, California headquarters. Additionally, we provide
services to some of our customers internationally with India-based employees. We
presently rely on a number of visa programs to enable these India-based
employees to travel and work internationally. Any change in the immigration
policies of India or the countries to which these employees travel and work
could cause disruption or force the termination of these programs, which would
harm our business.

BECAUSE COMPETITION FOR QUALIFIED PERSONNEL IS INTENSE IN OUR INDUSTRY AND IN
OUR GEOGRAPHIC REGION, WE MAY NOT BE ABLE TO RECRUIT OR RETAIN PERSONNEL, WHICH
COULD IMPACT THE DEVELOPMENT OR SALES OF OUR PRODUCTS.

     Our success depends on our ability to attract and retain qualified
management, engineering, sales and marketing and professional services
personnel. Competition for these types of personnel is intense, especially in
the Silicon Valley. We do not have employment agreements with most of our key
personnel. If we are unable to retain our existing key personnel, or attract and
train additional qualified personnel, our growth may be limited due to our lack
of capacity to develop and market our products.

                                       11
<PAGE>   20

OUR RESULTS OF OPERATIONS WILL BE HARMED BY CHARGES ASSOCIATED WITH OUR PAYMENT
OF STOCK-BASED COMPENSATION AND CHARGES ASSOCIATED WITH OTHER SECURITIES
ISSUANCES BY US.

     We expect to incur a significant amount of amortization of charges related
to securities issuances in future periods, which will negatively affect our
operating results. We have deferred compensation charges of $6.0 million for
stock-based compensation as of December 31, 1999 and have related amortization
of $590,000 for the nine months ended December 31, 1999. We expect to amortize
approximately $3.3 million of stock-based compensation for the fiscal year
ending March 31, 2001 and we may incur additional charges in the future in
connection with grants of stock-based compensation at less than fair value. We
also expect to amortize approximately $3.3 million in connection with a
development agreement entered into in September 1999 with an investor who
received shares of Series E Preferred Stock and a warrant to purchase 57,000
shares of common stock at less than the deemed fair value. In January 2000 in
connection with a license and maintenance agreement we issued a warrant to
purchase 800,000 shares of common stock for $800,000. The fair value of the
warrant at the date of issuance was $16.4 million. As the fair value of the
warrants, less the purchase price, exceeds revenues to be earned under the
license and services agreement we will record a loss of $12.6 million in the
fourth quarter of fiscal 2000.

IF WE BECOME SUBJECT TO PRODUCT LIABILITY LITIGATION, IT COULD BE COSTLY AND
TIME CONSUMING TO DEFEND AND COULD DISTRACT US FROM FOCUSING ON OUR BUSINESS AND
OPERATIONS.

     Since our products are company-wide, mission-critical computer applications
with a potentially strong impact on our customers' sales, errors, defects or
other performance problems could result in financial or other damages to our
customers. Although our license agreements generally contain provisions designed
to limit our exposure to product liability claims, existing or future laws or
unfavorable judicial decisions could negate such limitation of liability
provisions. Product liability litigation, even if it were unsuccessful, would be
time consuming and costly to defend.

OUR FUTURE SUCCESS DEPENDS ON OUR PROPRIETARY INTELLECTUAL PROPERTY, AND IF WE
ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY FROM POTENTIAL COMPETITORS OUR
BUSINESS MAY BE SIGNIFICANTLY HARMED.

     We rely on a combination of trademark, trade secret and copyright law and
contractual restrictions to protect the proprietary aspects of our technology.
These legal protections afford only limited protection for our technology. We
currently have three pending U.S. patent applications and two pending U.S.
trademark applications. We do not have any foreign patents or patent
applications. Our trademark and patent applications might not result in the
issuance of any trademarks or patents. If any patent or trademark is issued, it
might be invalidated or circumvented or otherwise fail to provide us any
meaningful protection. We seek to protect source code for our software,
documentation and other written materials under trade secret and copyright laws.
We license our software pursuant to signed license agreements, which impose
certain restrictions on the licensee's ability to utilize the software. We also
seek to avoid disclosure of our intellectual property by requiring employees and
consultants with access to our proprietary information to execute
confidentiality agreements. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. In addition, the laws
of many countries do not protect our proprietary rights to as great an extent as
do the laws of the United States. Litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and to
determine the validity and scope of the proprietary rights of others. Our
failure to adequately protect our intellectual property could significantly harm
our business and operating results.

                                       12
<PAGE>   21

IF WE ARE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION, WE MAY INCUR SUBSTANTIAL
COSTS, WHICH WOULD HARM OUR OPERATING RESULTS.

     Our success and ability to compete are dependent on our ability to operate
without infringing upon the proprietary rights of others. Any intellectual
property litigation could result in substantial costs and diversion of resources
and could significantly harm our business and operating results. In the past, we
received correspondence from two patent holders recommending that we license
their respective patents. After review of these patents, we informed these
patent holders that in our opinion, it would not be necessary to license these
patents. However, we may be required to license either or both patents or incur
legal fees to defend our position that such licenses are not necessary. We
cannot assure you that if required to do so, we would be able to obtain a
license to use either patent on commercially reasonable terms, or at all. In
January 2000 we received correspondence from Celestica, Inc. alleging that our
use of the mark SELECTICA infringes upon their registered mark of CELESTICA. We
are currently evaluating the validity of their claim. We may be required to
incur legal fees and enter into litigation with respect to defending our mark.

     Any threat of intellectual property litigation could force us to do one or
more of the following:

     - cease selling, incorporating or using products or services that
       incorporate the challenged intellectual property;

     - obtain from the holder of the infringed intellectual property right a
       license to sell or use the relevant intellectual property, which license
       may not be available on reasonable terms;

     - redesign those products or services that incorporate such intellectual
       property; or

     - pay money damages to the holder of the infringed intellectual property
       right.

     In the event of a successful claim of infringement against us and our
failure or inability to license the infringed intellectual property on
reasonable terms or license a substitute intellectual property or redesign our
product to avoid infringement, our business and operating results would be
significantly harmed. If we are forced to abandon use of our trademark, we may
be forced to change our name and incur substantial expenses to build a new
brand, which would significantly harm our business and operating results.

RESTRICTIONS ON EXPORT OF ENCRYPTED TECHNOLOGY COULD CAUSE US TO INCUR DELAYS IN
INTERNATIONAL PRODUCT SALES, WHICH WOULD ADVERSELY IMPACT THE EXPANSION AND
GROWTH OF OUR BUSINESS.

     Our software utilizes encryption technology, the export of which is
regulated by the United States government. If our export authority is revoked or
modified, if our software is unlawfully exported or if the United States adopts
new legislation restricting export of software and encryption technology, we may
experience delay or reduction in shipment of our products internationally.
Current or future export regulations could limit our ability to distribute our
products outside of the United States. While we take precautions against
unlawful exportation of our software, we cannot effectively control the
unauthorized distribution of software across the Internet.

IF WE ARE UNABLE TO EXPAND OUR OPERATIONS INTERNATIONALLY OR ARE UNABLE TO
MANAGE THE GREATER COLLECTIONS, MANAGEMENT, HIRING, LEGAL, REGULATORY AND
CURRENCY RISKS FROM THESE INTERNATIONAL OPERATIONS, OUR BUSINESS AND OPERATING
RESULTS WILL BE HARMED.

     We intend to expand our operations internationally. This expansion may be
more difficult or take longer than we anticipate, and we may not be able to
successfully market, sell or deliver our products

                                       13
<PAGE>   22

internationally. If successful in our international expansion, we will be
subject to a number of risks associated with international operations,
including:

     - longer accounts receivable collection cycles;

     - expenses associated with localizing products for foreign markets;

     - difficulties in managing operations across disparate geographic areas;

     - difficulties in hiring qualified local personnel;

     - difficulties associated with enforcing agreements and collecting
       receivables through foreign legal systems;

     - unexpected changes in regulatory requirements that impose multiple
       conflicting tax laws and regulations; and

     - fluctuations in foreign exchange rates and the possible lack of financial
       stability in foreign countries that prevent overseas sales growth.

YEAR 2000 ISSUES COULD FORCE US TO INCUR SIGNIFICANT COSTS OR CAUSE OUR
CUSTOMERS TO DELAY THE LICENSING OF OUR PRODUCTS.

     Most of our license agreements with our customers represent and warrant
that our products are Year 2000 compliant. If our products do not operate
properly with date calculations involving the Year 2000 and subsequent dates, we
could incur unanticipated expenses to remedy any problems, which could
significantly harm our business and operating results. Our products are
generally integrated into computer systems involving sophisticated hardware and
complex software products, which may not be Year 2000 compliant. The failure of
our customers' systems to be Year 2000 compliant could impede the success of
applications that we have developed for them. Accordingly, known or unknown
defects that affect the operation of our software, including any defects or
errors in applications that include our products, could result in a delay or
loss of revenue, diversion of development resources, damage to our reputation or
increased service or warranty costs and litigation costs, which could harm our
business and operating results. We may also experience reduced licensing of our
software and services as current or potential customers place a priority on
correcting Year 2000 problems and defer purchase decisions for software
products.

                         RISKS RELATED TO THE INDUSTRY

IF USE OF THE INTERNET DOES NOT CONTINUE TO DEVELOP AND RELIABLY SUPPORT THE
DEMANDS PLACED ON IT BY ELECTRONIC COMMERCE, THE MARKET FOR OUR PRODUCTS AND
SERVICES MAY BE ADVERSELY AFFECTED, AND WE MAY NOT ACHIEVE ANTICIPATED SALES
GROWTH.

     Growth in sales of our products and services depends upon the continued and
increased use of the Internet as a medium for commerce and communication. Growth
in the use of the Internet is a recent phenomenon and may not continue. In
addition, the Internet infrastructure may not be able to support the demands
placed on it by increased usage and bandwidth requirements. There have also been
recent well-publicized security breaches involving "denial of service" attacks
on major web sites. Concerns over these and other security breaches may slow the
adoption of electronic commerce by businesses, while privacy concerns over
inadequate security of information distributed over the Internet may also slow
the adoption of electronic commerce by individual consumers. Other risks
associated with commercial use of the Internet could slow its growth, including:

     - inadequate reliability of the network infrastructure;

     - slow development of enabling technologies and complementary products; and

     - limited accessibility and ability to deliver quality service.

                                       14
<PAGE>   23

     In addition, the recent growth in the use of the Internet has caused
frequent periods of poor or slow performance, requiring components of the
Internet infrastructure to be upgraded. Delays in the development or adoption of
new equipment and standards or protocols required to handle increased levels of
Internet activity, or increased government regulation, could cause the Internet
to lose its viability as a commercial medium. If the Internet infrastructure
does not develop sufficiently to address these concerns, it may not develop as a
commercial marketplace, which is necessary for us to increase sales.

INCREASING GOVERNMENT REGULATION OF THE INTERNET COULD LIMIT THE MARKET FOR OUR
PRODUCTS AND SERVICES, OR IMPOSE GREATER TAX BURDENS ON US OR LIABILITY FOR
TRANSMISSION OF PROTECTED DATA.

     As electronic commerce and the Internet continue to evolve, federal, state
and foreign governments may adopt laws and regulations covering issues such as
user privacy, taxation of goods and services provided over the Internet,
pricing, content and quality of products and services. If enacted, these laws
and regulations could limit the market for electronic commerce, and therefore
the market for our products and services. Although many of these regulations may
not apply directly to our business, we expect that laws regulating the
solicitation, collection or processing of personal or consumer information could
indirectly affect our business.

     Laws or regulations concerning telecommunications might also negatively
impact us. Several telecommunications companies have petitioned the Federal
Communications Commission to regulate Internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on these companies. This type of legislation could increase
the cost of conducting business over the Internet, which could limit the growth
of electronic commerce generally and have a negative impact on our business and
operating results.

                  RISKS RELATED TO THE INITIAL PUBLIC OFFERING

BECAUSE WE ARE IN THE INTERNET INDUSTRY, OUR STOCK PRICE MAY BE PARTICULARLY
VOLATILE, WHICH COULD LEAD TO CLASS ACTION LITIGATION.

     The stock market in general has recently experienced extreme price and
volume fluctuations. In addition, the market prices of securities of technology
companies, particularly Internet-related companies, have been extremely
volatile, and have experienced fluctuations that have often been unrelated to or
disproportionate to the operating performance of these companies. These broad
market fluctuations could adversely affect the market price of our common stock.

     In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and divert management's attention
and resources, which could harm our business and operating results.

OUR EXECUTIVE OFFICER AND DIRECTORS WILL RETAIN SUBSTANTIAL VOTING CONTROL OVER
US AFTER THE INITIAL PUBLIC OFFERING THAT WILL ALLOW THEM TO INFLUENCE THE
OUTCOME OF MATTERS SUBMITTED TO STOCKHOLDERS FOR APPROVAL.

     On completion of the initial public offering and the private placement, our
executive officers and directors and their affiliates, based on ownership as of
December 31, 1999, will beneficially own, in the aggregate, approximately 55% of
our outstanding common stock (assuming no exercise of the underwriters' over-
allotment option). As a result, these stockholders will be able to exercise
significant influence over all matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions,
which could have the effect of delaying or preventing a third party from

                                       15
<PAGE>   24

acquiring control over us.

WE HAVE VARIOUS MECHANISMS IN PLACE TO DISCOURAGE TAKEOVER ATTEMPTS THAT COULD
SUPPRESS OUR STOCK PRICE AND MAKE IT MORE DIFFICULT TO ACQUIRE US.

     Our certificate of incorporation, our bylaws and Delaware law contain
provisions that could make it more difficult for a third party to acquire us,
even if doing so would be beneficial to our stockholders. These provisions
include:

     - authorizing the issuance of shares of blank check preferred stock;

     - providing for a classified board of directors with staggered, three year
       terms; and

     - prohibiting specified stockholder action by written consent.

     We are also currently considering other anti-takeover measures, including a
stockholders' rights plan.

IF A SIGNIFICANT NUMBER OF SHARES BECOME AVAILABLE FOR SALE AND ARE SOLD IN A
SHORT PERIOD OF TIME, THE MARKET PRICE OF OUR STOCK COULD DECLINE.

     If our stockholders sell substantial amounts of our common stock in the
public market following the initial public offering, the market price of our
common stock could fall. Based on shares outstanding as of December 31, 1999,
upon completion of the initial public offering and the private placement, we
will have outstanding 34,556,334 shares of common stock. Other than the shares
of common stock sold in the initial public offering, no shares will immediately
be eligible for sale in the public market immediately. Our stockholders will be
subject to agreements with the underwriters or us that restrict their ability to
transfer their stock for 180 days from the date of this prospectus. After these
agreements expire, an additional 25,216,753 shares will be eligible for sale in
the public market.

WE HAVE BROAD DISCRETION TO USE THE PROCEEDS FROM THE INITIAL PUBLIC OFFERING
FOR PURPOSES WITH WHICH THE INVESTORS MAY NOT AGREE, AND WE MAY NOT BE
SUCCESSFUL IN INVESTING THESE PROCEEDS.

     We plan to use the proceeds from the initial public offering for general
corporate purposes. Therefore, we will have broad discretion as to how we will
spend the proceeds, and our stockholders may not agree with the ways in which we
use the proceeds. We may not be successful in investing the proceeds from the
initial public offering in our operations or external investments to yield a
favorable return.

                                       16
<PAGE>   25

                                 USE OF PROCEEDS

               The Company will not receive any of the proceeds from the
offering hereunder. All expenses of registration incurred in connection with
this offering are being borne by the Company, but all selling and other expenses
incurred by the individual Registered Stockholders will be borne by such
Registered Stockholders.



                             REGISTERED STOCKHOLDERS

               The Reoffer Prospectus relates to shares of Common Stock which
have been acquired by certain key employees (the "Registered Stockholders") of
the Company. Registered Stockholders acquired shares of Common Stock to be
offered hereunder pursuant to the exercise of options.

               The following table sets forth certain information with respect
to the Registered Stockholders as of March 16, 2000:


<TABLE>
<CAPTION>
                                                                                                 Number of             Number of
                                                                               Number of         Shares to              Shares
                                       Stockholder's Position                    Shares             be                   Owned
        Registered                              with                          Owned Before        Offered                After
        Stockholder                           Company                           Offering           Hereby              Offering*
        -----------                    ------------------------             ----------------   --------------      ----------------
<S>                                    <C>                                  <C>                <C>                  <C>
Daniel Carmel                          Vice President                       400,000 shares     400,000 shares             0 shares
                                       of Marketing

Stephen Bennion                        Chief Financial Officer,             350,000 shares     350,000 shares             0 shares
                                       Vice President of Finance, and
                                       Secretary

Ashish Mathur                          Vice President of Worldwide          550,000 shares     150,000 shares       400,000 shares
                                       Professional Services

Charles Pendell                        Vice President of Sales, Americas    425,000 shares     125,000 shares       300,000 shares

Rajen Jaswa                            Chairman of the Board,               1,500,000 shares   250,000 shares       1,250,000 shares
                                       Chief Executive Officer, and
                                       President

Dr. Sanjay Mittal                      Vice-Chairman of the Board,          2,753,050 shares   250,000 shares       2,503,051 shares
                                       Chief Technical Officer &
                                       Vice President of Engineering

Other Registered Stockholders          Service Providers                    121,460 shares     121,460 shares             0 shares
  holding less than 1% of capital
  stock

</TABLE>


                                       17
<PAGE>   26


*Assumes sale of all of the shares offered; however, the Registered Stockholders
may or may not sell all or any of the offered shares.


                              PLAN OF DISTRIBUTION

               The shares of Common Stock covered by this Reoffer Prospectus are
being registered by the Company for the account of the Registered Stockholders.

               The Registered Stockholder(s) may sell the shares in one or more
transactions (which may involve one or more block transactions) on the Nasdaq
National Market, in sales occurring in the public market off such system, in
privately negotiated transactions or in a combination of such transactions. Each
such sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. The Registered Stockholder(s) may sell some or all
of the shares in transactions involving broker-dealers, who may act as agent or
acquire the shares as principal. Any broker-dealer participating in such
transactions as agent may receive commissions from the Registered Stockholder(s)
(and, if they act as agent for the purchaser of such shares, from such
purchaser). The Registered Stockholder(s) will pay usual and customary brokerage
fees. Broker-dealers may agree with the Registered Stockholder(s) to sell a
specified number of shares at a stipulated price per share and, to the extent
such a broker-dealer is unable to do so acting as agent for the Registered
Stockholder(s), to purchase as principals any unsold shares at the price
required to fulfill the respective broker-dealer's commitment to the Registered
Stockholder(s). Broker-dealers who acquire shares as principals may thereafter
resell such shares from time to time in transactions (which may involve cross
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive from the purchasers of such shares
commissions.

               To the knowledge of the Company, there is currently no agreement
with any broker or dealer respecting the sale of the shares offered hereby. Upon
the sale of any such shares, the Registered Stockholder(s) or anyone effecting
sales on behalf of the Registered Stockholder(s) may be deemed an underwriter,
as that term is defined under the Securities Act of 1933, as amended. The
Company will pay all expenses of preparing and reproducing this Reoffer
Prospectus, but will not receive the proceeds from sales by the Registered
Stockholders. Sales will be made at prices prevailing at the time of such sales.

               The Company is bearing all costs relating to the registration of
the shares. Any commissions or other fees payable to broker-dealers in
connection with any sale of the shares will be borne by the Registered
Stockholder(s) or other party selling such shares. In order to comply with
certain states' securities laws, if applicable, the shares will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In certain
states the shares may not be sold unless the shares have been registered or
qualified for sale in such state, or unless an exemption form registration or
qualification is available and is obtained.


                       DOCUMENTS INCORPORATED BY REFERENCE

               Selectica, Inc. hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission:

        (a)     Selectica, Inc.'s prospectus filed with the SEC pursuant to Rule
                424(b) under the Securities Act of 1933, as amended (the "1933
                Act"), in connection with Registration Statement No. 333-92545
                on Form S-1 filed with the SEC on December 10, 1999, together
                with any and all amendments thereto, in which there are set
                forth audited financial statements for Selectica, Inc.'s fiscal
                years ended March 30, 1998 and 1999 and six months ended
                September 30, 1999 and


                                       18


<PAGE>   27
        (b)     The description of Selectica, Inc.'s outstanding Common Stock
                contained in the Registrant's Registration Statement No.
                000-29637 on Form 8-A filed with the SEC on February 22, 2000,
                pursuant to Section 12 of the 1934 Act, including any amendment
                or report filed for the purpose of updating such description.

               All of such documents are on file with the Commission. All
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities to be offered pursuant hereto have been sold
or which deregisters all such securities then remaining unsold shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents.


                                 INDEMNIFICATION


               Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Selectica,
Inc.'s Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law.
Selectica, Inc.'s Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty as directors to Selectica, Inc. and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
fiduciary duty of the directors, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to Selectica,
Inc. for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
Selectica, Inc. has entered into Indemnification Agreements with its officers
and directors. The Indemnification Agreements provide Selectica, Inc.'s officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law.


                                       19


<PAGE>   28
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
   Exhibit Number    Exhibit
   --------------    -------
<S>                <C>
     4             Instrument Defining Rights of Stockholders. Reference is made to
                   Selectica, Inc.'s Registration Statement No. 000-29637 on Form
                   8-A, which is incorporated herein by reference under Item 3(b)
                   of this Registration Statement.

     5             Opinion and consent of Gunderson Dettmer Stough Villeneuve
                   Franklin & Hachigian LLP.

     23.1          Consent of Ernst & Young LLP, Independent Auditors.

     23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                   Hachigian LLP is contained in Exhibit 5.

     24            Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.

     99.1          Form of Written Compensation Agreement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 93385}]
{"company-data": {"conformed-name": "SELECTICA INC", "cik": "0001090908", "assigned-sic": "7372", "irs-number": "77042030", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32666", "film-number": "571890"}, "business-address": {"street1": "2890 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}, "mail-address": {"street1": "2890 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
 As filed with the Securities and Exchange Commission on March 16, 2000
                                              Registration No. _________________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                                 SELECTICA, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                      77-0432030
     (State or other jurisdiction                          (IRS Employer
   of incorporation or organization)                     Identification No.)
3 WEST PLUMERIA DRIVE
                         SAN JOSE, CALIFORNIA 95134-2111
               (Address of principal executive offices) (Zip Code)
                               -------------------

                                 SELECTICA, INC
                                 1996 STOCK PLAN
                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
              SHARES ACQUIRED UNDER WRITTEN COMPENSATION AGREEMENTS
                   Stock Option Agreement for Charles Pendell
                 Stock Option Agreement for Dr. S.S. Sundarajan
                    Stock Option Agreement for Ashish Mathur
                   Stock Option Agreement for Stephen Bennion
                            (Full title of the Plans)
                               -------------------

                                 STEPHEN BENNION
                             CHIEF FINANCIAL OFFICER
                                 SELECTICA, INC.
                              3 WEST PLUMERIA DRIVE
                             SAN JOSE, CA 95134-2111
                     (Name and address of agent for service)
                                 (408) 570-9700
          (Telephone number, including area code, of agent for service)
                               -------------------
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
         Title of                                              Proposed Maximum    Proposed Maximum
        Securities                          Amount                 Offering            Aggregate           Amount of
           to be                             to be                   Price             Offering          Registration
        Registered                        Registered (1)         per Share (2)          Price (2)            Fee
        ----------                        --------------      -----------------     -----------------    --------------
1996 Stock Plan
    Options                                 3,530,806                 N/A                N/A                 N/A
    Common Stock (par value $.0001)         3,530,806 shares        $30.00            $105,924,000         $27,963.98

1999 Equity Incentive Plan
    Options                                 2,200,000                 N/A                N/A                 N/A
    Common Stock (par value $.0001)         2,200,000 shares        $30.00            $ 66,000,000         $17,424.00

1999 Employee Stock Purchase Plan
    Rights To Purchase                      1,000,000                 N/A                N/A                 N/A
    Common Stock (par value $.0001)         1,000,000 shares        $30.00            $ 30,000,000         $ 7,920.00
2
Written Compensation Agreements                                          N/A              N/A               N/A
       Common Stock (par value $.0001)            1,646,460 shares      $30.00            $49,393,800       $13,039.96

Stock Option Agreement for Charles Pendell
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

Stock Option Agreement for Dr. S.S. Sundarajan
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

Stock Option Agreement for Ashish Mathur
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00

Stock Option Agreement for Stephen Bennion
       Options                                       50,000              N/A              N/A               N/A
       Common Stock (par value $.0001)               50,000 shares      $30.00            $ 1,500,000       $   396.00
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1996 Stock Plan, 1999
        Equity Incentive Plan, 1999 Employee Stock Purchase Plan, Written
        Compensation Agreements, Stock Option Agreement for Charles Pendell,
        Stock Option Agreement for Dr. S.S. Sundarajan, Stock Option Agreement
        for Ashish Mathur, and the Stock Option Agreement for Stephen Bennion by
        reason of any stock dividend, stock split, recapitalization or other
        similar transaction effected without the receipt of consideration which
        results in an increase in the number of the outstanding shares of Common
        Stock of Selectica, Inc.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the fair market
        value per share of Common Stock of Selectica, Inc. on March 9, 2000.

                                EXPLANATORY NOTE

               Selectica, Inc. has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register shares of its common stock, $0.0001 par
value per share. Under cover of this Form S-8 is a Reoffer Prospectus Selectica,
Inc. prepared in accordance with Part I of Form S-3 under the 1933 Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to
1,646,460 shares of common stock acquired by Registered Stockholders by
exercising their options.
3
                                 SELECTICA, INC.

         FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                         REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number                                 Location/Heading in Prospectus
--------------------                                 ------------------------------
1.  Forepart of Registration Statement and           Cover page
    Outside Front Cover page of Prospectus

2.  Inside Front and Outside Back Cover Page of      Available Information; Incorporation of
    Prospectus                                       Certain Information by Reference

3.  Summary Information, Risk Factors and Ratio      Risk Factors
    of Earnings to Fixed Charges

4.  Use of Proceeds                                  Use of Proceeds

5.  Determination of Offering Price                  Not applicable

6.  Dilution                                         Not applicable

7.  Registered Stockholders                          Registered Stockholders

8.  Plan of Distribution                             Plan of Distribution

9.  Description of Securities to be Registered       Not Applicable

10. Interests of Named Experts and Counsel           Not Applicable

11. Material Changes                                 Not Applicable

12. Incorporation of Certain Information             Documents Incorporated by Reference

13. Disclosure of Commission Position on             Indemnification
    Indemnification for Securities Act
    Liabilities
4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Selectica, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's prospectus filed with the SEC pursuant to Rule
                424(b) under the Securities Act of 1933, as amended (the "1933
                Act"), in connection with Registration Statement No. 333-92545
                on Form S-1 filed with the SEC on December 10, 1999, together
                with any and all amendments thereto, in which there are set
                forth audited financial statements for the Registrant's fiscal
                years ended March 31, 1998 and 1999 and 6 months ended September
                30, 1999 and

        (b)     The description of the Registrant's outstanding Common Stock
                contained in the Registrant's Registration Statement No.
                000-29637 on Form 8-A filed with the SEC on February 22, 2000,
                pursuant to Section 12 of the 1934 Act, including any amendment
                or report filed for the purpose of updating such description.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the

                                      II-2
5
        Registrant's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

        The sale and issuance of securities to the registered stockholders by
Selectica, Inc. to whom the shares offered for resale pursuant to this
Registration Statement were sold were in each case deemed to be exempt from
registration under the Securities Act of 1933 by virtue of Section 4(2) thereof.

Item 8. Exhibits
Exhibit Number    Exhibit
 --------------    -------
4           Instrument Defining Rights of Stockholders. Reference is made to
                Registrant's Registration Statement No. 000-29637 on Form 8-A,
                which is incorporated herein by reference pursuant to Item 3(b)
                of this Registration Statement.

    5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
                Franklin & Hachigian, LLP.

    23.1        Consent of Ernst & Young LLP, Independent Auditors.

    23.2        Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                Hachigian, LLP is contained in Exhibit 5.

    24          Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.
Item 9. Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1996 Stock Plan, 1999 Equity Incentive Plan,
1999 Employee Stock Purchase Plan, Written Compensation Agreements, Stock
Option Agreement for Charles Pendell, Stock Option Agreement for Dr. S.S.
Sundarajan, Stock Option Agreement for Ashish Mathur, and the Stock Option
Agreement for Stephen Bennion.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a

                                      II-3
6
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                      II-4
7
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this 15th day
of March, 2000.

                                 SELECTICA, INC.

                                 By: /s/ Rajen Jaswa
                                     -------------------------------
                                     Rajen Jaswa
                                     Chairman of the Board, Chief Executive
                                     Officer, and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Selectica, Inc., a
Delaware corporation, do hereby constitute and appoint Rajen Jaswa and Stephen
Bennion, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                              Title                                                        Date
---------                              -----                                                        ----
/s/ Rajen Jaswa                                                                                March 15, 2000
-------------------------------        Chairman of the Board, Chief Executive
      Rajen Jaswa                      Officer, and President
                                       (Principal Executive Officer)
/s/ Stephen Bennion                                                                            March 15, 2000
-------------------------------        Chief Financial Officer, Vice President of Finance,
      Stephen Bennion                  and Secretary
                                       (Principal Financial and Accounting Officer)
/s/ Dr. Sanjay Mittal                                                                          March 15, 2000
-------------------------------        Vice Chairman of the Board, Chief Technical
      Dr. Sanjay Mittal                Officer, and Vice President of Engineering
8
Signature                              Title                                                        Date
---------                              -----                                                        ----
/s/ BETSY ATKINS                                                                           March 15, 2000
-------------------------------        Director
      Betsy Atkins

  /s/ JOHN FISHER                                                                            March 15, 2000
-------------------------------        Director
      John Fisher

  /s/ MICHAEL LYONS                                                                          March 15, 2000
-------------------------------        Director
      Michael Lyons

  /s/ ROBIN RICHARDS DONOHOE                                                                 March 15, 2000
-------------------------------        Director
      Robin Richards Donohoe

-------------------------------        Director
      Thomas Neustaetter
9
                             Shares of Common Stock
                                 Selectica, Inc.

               This Reoffer Prospectus relates to 1,646,460 shares of the Common
Stock, par value $0.0001 (the "Common Stock"), of Selectica, Inc. (the
"Company"), which may be offered from time to time by certain key employees
named herein and pursuant to this Registration Statement (the "Registered
Stockholders"). It is anticipated that the Registered Stockholders will offer
shares for sale at prevailing prices on the Nasdaq National Market System on the
date of sale. The Company will receive no part of the proceeds of sale made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by each of the Registered Stockholders will be borne by each such
Registered Stockholder.

               The Common Stock is traded on the Nasdaq National Market System.

               The Registered Stockholders and any broker executing selling
orders on behalf of the Registered Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.

          THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
 CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 6.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

               No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

               The date of this Prospectus is March 16, 2000.
10
                              AVAILABLE INFORMATION

               The Company will be subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") upon the first date on which its Common Stock is registered under Section
12(g) of the Exchange Act and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
219 South Dearborn Street, Chicago, IL 60604; 26 Federal Plaza, New York, NY
10007; and 5757 Wilshire Boulevard, Los Angeles, CA 90036, at prescribed rates.
The Common Stock is quoted on the Nasdaq National Market System. Reports, proxy
statements, informational statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The
Commission also maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants that file
electronically with the Commission.

               The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report thereon by
independent certified public Auditors.

               A copy of any document incorporated by reference in the
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates) of
which this Reoffer Prospectus forms a part but which is not delivered with this
Reoffer Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such requests should
be directed to Stephen Bennion, Selectica, Inc., 3 West Plumeria Drive, San
Jose, CA 95134-2111. The Company's telephone number at that location is (408)
570-9700.

                                TABLE OF CONTENTS

                                                                Page
THE COMPANY ...................................................   3

RISK FACTORS ..................................................   4

USE OF PROCEEDS................................................  17

REGISTERED STOCKHOLDERS........................................  17

PLAN OF DISTRIBUTION...........................................  18

DOCUMENTS INCORPORATED BY REFERENCE............................  18

INDEMNIFICATION................................................  19
2
11
                                   THE COMPANY

                                SELECTICA, INC.

     Selectica, Inc. ("Selectica" or "The Company") is a leading provider of
Internet selling system software and services that enable companies to
efficiently sell complex products and services over intranets, which are
networks of computers that are internal to companies and use Internet
technologies, extranets, which are intranets that outsiders, such as suppliers
and customers, are allowed to access, and the public Internet. Our ACE suite of
software products is a comprehensive Internet selling system solution that
guides a new customer through an analysis of its needs and product or service
selection and also guides an experienced customer, partner or employee through
product or service configuration, pricing and order creation over the Internet,
thereby helping convert potential buyers into customers. Our Internet selling
system solution allows companies to use the Internet platform to deploy a
selling application to many points of contact, including personal computers,
in-store kiosks and mobile devices, while offering customers, partners and
employees an interface customized to their specific needs.

     The Internet is transforming the business environment by increasing
competition and enabling the development of new business models. In order to
remain competitive, companies must find innovative ways to sell, increase
efficiencies in the sales cycle and deliver greater customer satisfaction. A
growing number of companies are seeking to leverage the Internet to market and
sell their products and services. To date, many electronic commerce transactions
have been simple purchases of products such as books, compact discs, stocks and
toys. We believe, however, that growth in electronic commerce will be driven by
the ability of companies to complete complex transactions such as
business-to-business electronic commerce, which is the sale of products and
services over the Internet from businesses to other businesses, and the sale of
consumer products and services involving multiple features and options.

     The completion of a complex sales transaction depends on a seller's ability
to identify and satisfy a buyer's needs. In traditional sales, companies rely on
trained salespeople to interact with customers to address customer needs,
explain product features and ultimately consummate the sale. To date, many
electronic commerce web sites have been static collections of non-interactive
content, and have limited ability to assist and guide a customer through a
purchase decision. Using the Internet to complete complex sales transactions,
however, requires businesses to implement a sophisticated system that performs
the traditional role of the salesperson throughout the sales lifecycle of the
products and services.

     In parallel with the growth of electronic commerce, the Internet is
becoming a technology platform for business application deployment. With the
emergence of the Internet platform, which includes intranets, extranets and the
public Internet, companies are able to more broadly and cost-effectively deploy
business applications to customers, partners and employees and make the most
current applications and information immediately available on Internet-enabled
devices.

     Our ACE suite of products enables businesses to easily develop and rapidly
deploy an Internet sales channel, or a means for selling products and services
over the Internet, that interactively assists their customers, partners and
employees through the selection, configuration, pricing, quoting and fulfillment
processes. ACE is a comprehensive Internet selling system that meets the needs
of companies looking to efficiently sell complex products and services. Our
product architecture has been designed specifically for the Internet, providing
our solution with scalability, which is the ability to accommodate substantial
increases in the number of users concurrently using the product, reliability and
flexibility. Additionally, our Internet selling system solution has been
developed with an open architecture that leverages data in existing enterprise
applications, such as enterprise resource planning systems, providing an
easy-to-install application that is designed to reduce deployment time.

     Our current customers include 3Com, Allied Signal, Aspect Communications,
BMW, Centigram, Cisco, expenseVision, Fireman's Fund, Fujitsu, Hewlett-Packard,
LoanMarket, Redback Networks, RTS Software, Samsung, Sun Microsystems and
Watlow. We have developed strong working relationships with system integrators,
such as Andersen Consulting, Arthur Andersen, EDS, A.T. Kearny, KPMG and
PricewaterhouseCoopers, with independent software vendors, such as BroadVision,
InterWorld, Netscape/ AOL and Tibco, and with application service providers such
as Asera and Corio. Our strategic investors are the Intel 64 Fund and ITOCHU
Corporation.

     Selectica was incorporated in June 1996. Our principal offices are located
at 3 West Plumeria Drive, San Jose, California 95134 and our telephone number is
(408) 570-9700. Our Internet address is www.selectica.com. The information
contained on our web site does not constitute a part of this prospectus.

                                       3
12

                                  RISK FACTORS

                         RISKS RELATED TO OUR BUSINESS

THE UNPREDICTABILITY OF OUR QUARTERLY REVENUES AND RESULTS OF OPERATIONS MAKES
IT DIFFICULT TO PREDICT OUR FINANCIAL PERFORMANCE AND MAY CAUSE VOLATILITY OR A
DECLINE IN THE PRICE OF OUR COMMON STOCK IF WE ARE UNABLE TO SATISFY THE
EXPECTATIONS OF INVESTORS OR THE MARKET.

     In the past, our quarterly operating results have varied significantly, and
we expect these fluctuations to continue. Future operating results may vary
depending on a number of factors, many of which are outside of our control.

     Our quarterly revenues may fluctuate as a result of our ability to
recognize revenue in a given quarter. We enter into arrangements for the sale of
(1) licenses of our software products and related maintenance contract; (2)
bundled license, maintenance, and services; and (3) services on a time and
material basis. For each arrangement, we determine whether evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection is probable. If any of these criteria are not met, revenue
recognition is deferred until such time as all of the criteria are met.

     For those contracts that consist solely of license and maintenance we
recognize license revenues based upon the residual method after all elements
other than maintenance have been delivered as we have vendor specific objective
evidence of fair value of maintenance we recognize maintenance revenues over the
term of the maintenance contract. For those contracts that bundle the license
with maintenance training, and/or consulting services, we assess whether the
service element of the arrangement is essential to the functionality of the
other elements of the arrangement. In those instances where we determine that
the service elements are essential to the other elements of the arrangement, we
account for the entire arrangement using contract accounting.

     For those arrangements accounted for using contract accounting that do not
include contractual milestones or other acceptance criteria we utilize the
percentage of completion method based upon input measures of hours. For those
contracts that include contract milestones or acceptance criteria we recognize
revenue as such milestones are achieved or as such acceptance occurs.

     In some instances the acceptance criteria in the contract requires
acceptance after all services are complete and all other elements have been
delivered. In these instances we recognize revenue based upon the completed
contract method after such acceptance has occurred.

     For those arrangements for which we have concluded that the service element
is not essential to the other elements of the arrangement we determine whether
the services are available from other vendors, do not involve a significant
degree of risk or unique acceptance criteria, and whether we have sufficient
experience in providing the service to be able to separately account for the
service. When the service qualifies for separate accounting we have vendor
specific objective evidence of fair value for the service.

     In those instances where licenses are bundled with other elements for which
we have vendor specific objective evidence of fair value, we have used the
residual method to account for license revenues. As such we defer the total fair
value of the undelivered elements, until such time as they are delivered, and
recognize as license revenues the difference between the total arrangement and
the amount deferred for the undelivered elements.

                                       4
13
     In addition, because we rely on a limited number of customers, the timing
of milestone achievement or customer acceptance by, the amount of services we
provide to, or the recognition of significant license revenues upon shipment to
a single customer can significantly affect our operating results. For example,
our services revenues declined significantly in the quarter ended June 30, 1999
due to completion of a services contract with BMW of North America, one of our
significant customers. Our license and service revenues increased significantly
in the quarters ended September 30, 1999 and December 31, 1999 generally due to
the addition of two new customers in each respective quarter. We intend to
significantly increase our operating expenses for the foreseeable future.
Because these expenses are relatively fixed in the near term, any shortfall from
anticipated revenues could cause our quarterly operating results to fall below
anticipated levels.

     We may also experience seasonality in revenues. For example, our quarterly
results may fluctuate based upon our customers' calendar year budgeting cycles.
These seasonal variations may lead to fluctuations in our quarterly revenues and
operating results.

     Based upon the foregoing, we believe that period-to-period comparisons of
our results of operations are not necessarily meaningful and that such
comparisons should not be relied upon as indications of future performance. In
some future quarter, our operating results may be below the expectations of
public market analysts and investors, which could cause volatility or a decline
in the price of our common stock.

WE HAVE A HISTORY OF LOSSES AND EXPECT TO CONTINUE TO INCUR NET LOSSES FOR THE
FORESEEABLE FUTURE.

     We have experienced operating losses in each quarterly and annual period
since inception. We incurred net losses applicable to common stockholders of
$3.1 million for the fiscal year ended March 31, 1998, $7.5 million for the
fiscal year ended March 31, 1999 and $13.3 million for the nine months ended
December 31, 1999. As of December 31, 1999, we had an accumulated deficit of
$24.7 million. We expect to significantly increase our research and development,
sales and marketing, and general and administrative expenses, and consequently
our losses will significantly increase in the future. In order to accommodate
our increase in employees, we have recently leased a larger facility, and we
will incur increased capital equipment costs. We will need to generate
significant increases in our revenues to achieve and maintain profitability. If
our revenue fails to grow or grows more slowly than we anticipate or our
operating expenses exceed our expectations, our losses will significantly
increase which would significantly harm our business and operating results.

OUR LIMITED OPERATING HISTORY AND THE FACT THAT WE OPERATE IN A NEW INDUSTRY
MAKES EVALUATING OUR BUSINESS PROSPECTS AND RESULTS OF OPERATIONS DIFFICULT.

     We were founded in June 1996 and have a limited operating history. We began
marketing our ACE suite of products in early 1997 and released ACE 4.0 in
November 1999. Our business model is still emerging, and the revenue and income
potential of our business and market are unproven. As a result of our limited
operating history, we have limited financial data that you can use to evaluate
our business. You must consider our prospects in light of the risks and
difficulties we may encounter as an early stage company in the new and rapidly
evolving market for Internet selling systems.

IF THE MARKET FOR INTERNET SELLING SYSTEM SOFTWARE DOES NOT DEVELOP AS WE
ANTICIPATE, OUR OPERATING RESULTS WILL BE SIGNIFICANTLY HARMED, WHICH COULD
CAUSE A DECLINE IN THE PRICE OF OUR COMMON STOCK.

     The market for Internet selling system software, which has only recently
begun to develop, is evolving rapidly and likely will have an increased number
of competitors. Because this market is new,

                                        5
14

it is difficult to assess its competitive environment, growth rate and potential
size. The growth of the market is dependent upon the willingness of businesses
and consumers to purchase complex goods and services over the Internet and the
acceptance of the Internet as a platform for business applications. In addition,
companies that have already invested substantial resources in other methods of
Internet selling may be reluctant or slow to adopt a new approach or application
that may replace, limit or compete with their existing systems.

     The acceptance and growth of the Internet as a business platform may not
continue to develop at historical rates and a sufficiently broad base of
companies may not adopt Internet platform-based business applications, either of
which could significantly harm our business and operating results. The failure
of the market for Internet selling system software to develop, or a delay in the
development of this market, would significantly harm our business and operating
results.

WE FACE INTENSE COMPETITION, WHICH COULD REDUCE OUR SALES, PREVENT US FROM
ACHIEVING OR MAINTAINING PROFITABILITY AND INHIBIT OUR FUTURE GROWTH.

     The market for software and services that enable electronic commerce is
new, intensely competitive and rapidly changing. We expect competition to
persist and intensify, which could result in price reductions, reduced gross
margins and loss of market share. Our principal competitors include Calico
Commerce, FirePond and Trilogy Software. BAAN, Oracle Corporation, SAP and
Siebel Systems offer integrated solutions for electronic commerce incorporating
some of the functionality of an Internet selling system and may intensify their
efforts in our market. In addition, other enterprise software companies may
offer competitive products in the future.

     Competitors vary in size and in the scope and breadth of the products and
services offered. Many of our competitors and potential competitors have a
number of significant advantages over us, including:

     - a longer operating history;

     - preferred vendor status with our customers;

     - more extensive name recognition and marketing power; and

     - significantly greater financial, technical, marketing and other
       resources, giving them the ability to respond more quickly to new or
       changing opportunities, technologies and customer requirements.

     Our competitors may also bundle their products in a manner that may
discourage users from purchasing our products. Current and potential competitors
may establish cooperative relationships with each other or with third parties,
or adopt aggressive pricing policies to gain market share. Competitive pressures
may require us to reduce the prices of our products and services. We may not be
able to maintain or expand our sales if competition increases and we are unable
to respond effectively.

IF WE DO NOT KEEP PACE WITH TECHNOLOGICAL CHANGE, INCLUDING MAINTAINING
INTEROPERABILITY OF OUR PRODUCT WITH THE SOFTWARE AND HARDWARE PLATFORMS
PREDOMINANTLY USED BY OUR CUSTOMERS, OUR PRODUCT MAY BE RENDERED OBSOLETE AND
OUR BUSINESS MAY FAIL.

     Our industry is characterized by rapid technological change, changes in
customer requirements, frequent new product and service introductions and
enhancements and emerging industry standards. In order to achieve broad customer
acceptance, our products must be compatible with major software and hardware
platforms used by our customers. Our products currently operate on the Microsoft

                                        6
15

Windows NT and Sun Solaris operating systems. In addition, our products are
required to interoperate with electronic commerce applications and databases. We
must continually modify and enhance our products to keep pace with changes in
these operating systems, applications and databases. Internet selling system
technology is complex and new products and product enhancements can require long
development and testing periods. If our products were to be incompatible with a
popular new operating system, electronic commerce application or database, our
business would be significantly harmed. In addition, the development of entirely
new technologies to replace existing software could lead to new competitive
products that have better performance or lower prices than our products and
could render our products obsolete and unmarketable.

DEMAND FOR OUR PRODUCTS AND SERVICES WILL DECLINE SIGNIFICANTLY IF OUR SOFTWARE
CANNOT SUPPORT AND MANAGE A SUBSTANTIAL NUMBER OF USERS.

     Our strategy requires that our products be highly scalable. To date, only a
limited number of our customers have deployed our ACE products on a large scale.
If our customers cannot successfully implement large-scale deployments, or if
they determine that we cannot accommodate large-scale deployments, our business
and operating results would be significantly harmed.

IF WE FAIL TO IMPROVE OUR ACCOUNTING AND FINANCIAL CONTROL SYSTEMS OR ACCURATELY
MANAGE THE PROGRESS OF OUR CUSTOMER CONTRACTS, OUR OPERATING RESULTS WILL BE
SIGNIFICANTLY HARMED.

     In the past, we have had difficulty managing our accounting and financial
reporting systems and the volume and complexity of our customer contracts. We
need to improve our financial and accounting controls, improve our reporting and
approval procedures, expand and train key personnel within our finance and
management organizations, implement more robust information systems, and
accurately record and track our customer contracts. If we fail to improve our
financial systems, procedures and controls or if we fail to effectively manage
our customer contracts, our business and operating results would be
significantly harmed.

WE HAVE RELIED AND EXPECT TO CONTINUE TO RELY ON A LIMITED NUMBER OF CUSTOMERS
FOR A SIGNIFICANT PORTION OF OUR REVENUES, AND THE LOSS OF ANY OF THESE
CUSTOMERS COULD SIGNIFICANTLY HARM OUR BUSINESS AND OPERATING RESULTS.

     Our business and financial condition is dependent on a limited number of
customers. Our five largest customers accounted for approximately 85% and 57% of
our revenues for the fiscal year ended March 31, 1999 and the nine months ended
December 31, 1999, respectively, and our ten largest customers accounted for 96%
and 78% of our revenues for the fiscal year ended March 31, 1999 and the nine
months ended December 31, 1999, respectively. Revenues from significant clients
as a percentage of total revenues are as follows:

     FISCAL YEAR ENDED MARCH 31, 1999
BMW of North America........................................   60%
Olicom......................................................   10%
NINE MONTHS ENDED DECEMBER 31, 1999
Aspect Communications.......................................   15%
3Com Corporation............................................   14%
Fireman's Fund Insurance....................................   14%
7
16

     We expect that we will continue to depend upon a relatively small number of
customers for a substantial portion of our revenues for the foreseeable future.
Contracts with our customers can generally be terminated on short notice by the
customer. As a result, if we fail to successfully sell our products and services
to one or more customers in any particular period, or a large customer purchases
less of our products or services, defers or cancels orders, or terminates its
relationship with us, our business and operating results would be harmed.

OUR FAILURE TO MEET CUSTOMER EXPECTATIONS ON DEPLOYMENT OF OUR PRODUCTS COULD
RESULT IN NEGATIVE PUBLICITY AND REDUCED SALES, BOTH OF WHICH WOULD
SIGNIFICANTLY HARM OUR BUSINESS AND OPERATING RESULTS.

     In the past, our customers have experienced difficulties or delays in
completing implementation of our products. We may experience similar
difficulties or delays in the future. Our Internet selling system solution
relies on defining a knowledge base that must contain all of the information
about the products and services being configured. We have found that extracting
the information necessary to construct a knowledge base can be more time
consuming than we or our customers anticipate. If our customers do not devote
the resources necessary to create the knowledge base, the deployment of our
products can be delayed. Deploying our ACE products can also involve
time-consuming integration with our customers' legacy systems, such as existing
databases and enterprise resource planning software. Failing to meet customer
expectations on deployment of our products could result in a loss of customers
and negative publicity regarding us and our products, which could adversely
affect our ability to attract new customers. In addition, time-consuming
deployments may also increase the amount of professional services we must
allocate to each customer, thereby increasing our costs and adversely affecting
our business and operating results.

OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT FOR US TO FORECAST REVENUE AND
AGGRAVATES THE VARIABILITY OF QUARTERLY FLUCTUATIONS, WHICH COULD CAUSE OUR
STOCK PRICE TO DECLINE.

     The sales cycle of our products has historically averaged between four and
six months, and may sometimes be significantly longer. We are generally required
to provide a significant level of education regarding the use and benefits of
our products, and potential customers tend to engage in extensive internal
reviews before making purchase decisions. In addition, the purchase of our
products typically involves a significant commitment by our customers of capital
and other resources, and is therefore subject to delays that are beyond our
control, such as customers' internal budgetary procedures and the testing and
acceptance of new technologies that affect key operations. In addition, because
we intend to target large companies, our sales cycle can be lengthier due to the
decision process in large organizations. As a result of our products' long sales
cycles, we face difficulty predicting the quarter in which sales to expected
customers may occur. If anticipated sales from a specific customer for a
particular quarter are not realized in that quarter, our operating results for
that quarter could fall below the expectations of financial analysts and
investors, which could cause our stock price to decline.

IF WE ARE UNABLE TO MAINTAIN AND EXPAND OUR DIRECT SALES FORCE, SALES OF OUR
PRODUCTS AND SERVICES MAY NOT MEET OUR EXPECTATIONS AND OUR BUSINESS AND
OPERATING RESULTS WILL BE SIGNIFICANTLY HARMED.

     We depend on our direct sales force for all of our current sales and our
future growth depends on the ability of our direct sales force to develop
customer relationships and increase sales to a level that will allow us to reach
and maintain profitability.

     There is a shortage of the sales personnel we need, such as sales
engineers, and competition for qualified personnel is intense. In addition, it
will take time for new sales personnel to achieve full productivity. If we are
unable to hire or retain qualified sales personnel, or if newly hired personnel

                                       8
17

fail to develop the necessary skills or to reach productivity when anticipated,
we may not be able to expand our sales organization and increase sales of our
products and services.

IF WE ARE UNABLE TO GROW AND MANAGE OUR PROFESSIONAL SERVICES ORGANIZATION, WE
WILL BE UNABLE TO PROVIDE OUR CUSTOMERS WITH TECHNICAL SUPPORT FOR OUR PRODUCTS,
WHICH COULD SIGNIFICANTLY HARM OUR BUSINESS AND OPERATING RESULTS.

     As we increase licensing of our software products, we must grow our
professional services organization to assist our customers with implementation
and maintenance of our products. Because these professional services have been
expensive to provide, we must improve the management of our professional
services organizations to improve our results of operations. Improving the
efficiency of our consulting services is dependent upon attracting and retaining
experienced project managers. Competition for these project managers is intense,
particularly in the Silicon Valley and in India where the majority of our
professional services organization is based, and we may not be able to hire
qualified individuals to fill these positions.

     Although services revenues, which are primarily comprised of revenues from
consulting fees, maintenance contracts and training, are important to our
business, representing 52% and 43% of total revenues for the year ended March
31, 1999 and the nine months ended December 31, 1999, respectively services
revenues have lower gross margins than license revenues. Gross margins for
services revenues were 34% and negative 32% for the year ended March 31, 1999
and the nine months ended December 31, 1999, respectively, compared to gross
margins for license revenues of 89% and 95% for the respective periods. As a
result, a continued increase in the percentage of total net revenues represented
by services revenues or an unexpected decrease in license revenues could have a
detrimental impact on our overall gross margins and our operating results.

     We anticipate that customers will increasingly utilize third-party
consultants to install and deploy our products. Additionally, in the future we
intend to charge for our professional services on a time and materials rather
than a fixed-fee basis. To the extent that customers are unwilling to utilize
third-party consultants or require us to provide professional services on a
fixed fee basis, our cost of services revenues could increase and could cause us
to recognize a loss on a specific contract, either of which would adversely
affect our operating results. In addition, if we are unable to provide these
resources, we may lose sales or incur customer dissatisfaction and our business
and operating results could be significantly harmed.

FAILURE TO ESTABLISH AND MAINTAIN RELATIONSHIPS WITH SYSTEMS INTEGRATORS AND
CONSULTING FIRMS, WHICH ASSIST US WITH THE SALE AND INSTALLATION OF OUR
PRODUCTS, WOULD IMPEDE ACCEPTANCE OF OUR PRODUCTS AND THE GROWTH OF OUR
REVENUES.

     We rely in part upon systems integrators and consulting firms to recommend
our products to their customers and to install and deploy our products. To
increase our revenues and implementation capabilities, we must develop and
expand our relationships with these systems integrators and consulting firms. If
systems integrators and consulting firms develop, market or recommend
competitive Internet selling systems, our revenues may decline. In addition, if
these systems integrators and consulting firms are unwilling to install and
deploy our products, we may not have the resources to provide adequate
implementation services to our customers and our business and operating results
could be significantly harmed.

                                       9
18

OUR OPERATING RESULTS ARE SIGNIFICANTLY DEPENDENT UPON THE SALE OF OUR ACE SUITE
OF PRODUCTS, INCLUDING THE NEW VERSION OF OUR PRODUCT RELEASED IN NOVEMBER 1999.

     We expect that we will continue to depend on revenue from new and enhanced
versions of ACE for the foreseeable future, and if companies do not adopt or
expand their use of ACE, our business and operating results would be
significantly harmed. ACE 4.0 was introduced in November 1999. Since ACE 4.0 has
only recently been introduced, customers may discover errors or other problems
with the product, which may adversely affect its acceptance.

IF NEW VERSIONS AND RELEASES OF OUR PRODUCTS CONTAIN ERRORS OR DEFECTS, WE COULD
SUFFER LOSSES AND NEGATIVE PUBLICITY, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS
AND OPERATING RESULTS.

     Complex software products such as ours often contain errors or defects,
including errors relating to security, particularly when first introduced or
when new versions or enhancements are released. In the past, we have discovered
defects in our products and provided product updates to our customers to address
such defects. ACE and other future products may contain defects or errors, which
could result in lost revenues, a delay in market acceptance or negative
publicity, which would significantly harm our business and operating results.

MANY OF OUR EXECUTIVE OFFICERS AND KEY PERSONNEL ARE RELATIVELY NEW AND MUST BE
INTEGRATED INTO OUR ORGANIZATION.

     Many of our executive officers and key personnel have recently joined
Selectica, including our Vice President of Marketing and our Chief Financial
Officer, each of whom have joined Selectica since June 1999. Our future
performance will depend, in part, on our ability to successfully integrate our
newly hired executive officers and key personnel into our management team, and
our ability to develop an effective working relationship among management.

OUR RAPID GROWTH PLACES A SIGNIFICANT STRAIN ON OUR MANAGEMENT SYSTEMS AND
RESOURCES, AND IF WE FAIL TO MANAGE THIS GROWTH, OUR BUSINESS WILL BE HARMED.

     We have recently experienced a period of rapid growth and expansion, which
places significant demands on our managerial, administrative, operational,
financial and other resources. From December 31, 1998 to December 31, 1999, we
expanded from 68 to 269 employees. We have also significantly expanded our
operations in the U.S. and internationally and we plan to continue to expand the
geographic scope of our operations.

     To accommodate continued anticipated growth and expansion, we will be
required to improve existing and implement new operational and financial
systems, procedures and controls. In particular, we will be required to improve
our accounting and financial reporting systems and to successfully manage an
increasing number of relationships with customers, suppliers and employees, and
an increasing number of complex contracts. These demands will require the
addition of new management personnel, and we are currently in the process of
recruiting individuals to fill important management positions. If we are not
able to install adequate systems, procedures and controls to support our future
operations in an efficient and timely manner, or if we are unable to otherwise
manage growth effectively, our business would be harmed.

                                       10
19

THE LOSS OF ANY OF OUR KEY PERSONNEL WOULD HARM OUR COMPETITIVENESS BECAUSE OF
THE TIME AND EFFORT THAT WE WOULD HAVE TO EXPEND TO REPLACE SUCH PERSONNEL.

     We believe that our success will depend on the continued employment of our
senior management team and key technical personnel, none of whom, except Rajen
Jaswa, our President and Chief Executive Officer, and Dr. Sanjay Mittal, our
Chief Technical Officer and Vice President of Engineering, has an employment
agreement with us. If one or more members of our senior management team or key
technical personnel were unable or unwilling to continue in their present
positions, these individuals would be difficult to replace. Consequently, our
ability to manage day-to-day operations, including our operations in Pune,
India, develop and deliver new technologies, attract and retain customers,
attract and retain other employees and generate revenues would be significantly
harmed.

A SUBSTANTIAL PORTION OF OUR OPERATIONS ARE CONDUCTED BY INDIA-BASED PERSONNEL,
AND ANY CHANGE IN THE POLITICAL AND ECONOMIC CONDITIONS OF INDIA OR IN
IMMIGRATION POLICIES, WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO CONDUCT OUR
OPERATIONS IN INDIA, COULD SIGNIFICANTLY HARM OUR BUSINESS.

     We conduct quality assurance and professional services operations in India.
As of December 31, 1999, there were 101 persons employed in India. We are
dependent on our India-based operations for these aspects of our business and we
intend to grow our operations in India. As a result, we are directly influenced
by the political and economic conditions affecting India. Operating expenses
incurred by our operations in India are denominated in Indian currency and
accordingly, we are exposed to adverse movements in currency exchange rates.
This, as well as any other political or economic problems or changes in India,
could have a negative impact on our India-based operations, resulting in
significant harm to our business and operating results. Furthermore, the
intellectual property laws of India may not adequately protect our proprietary
rights. We believe that it is particularly difficult to find quality management
personnel in India, and we may not be able to timely replace our current
India-based management team if any of them were to leave our company.

     Our training program for some of our India-based employees includes an
internship at our San Jose, California headquarters. Additionally, we provide
services to some of our customers internationally with India-based employees. We
presently rely on a number of visa programs to enable these India-based
employees to travel and work internationally. Any change in the immigration
policies of India or the countries to which these employees travel and work
could cause disruption or force the termination of these programs, which would
harm our business.

BECAUSE COMPETITION FOR QUALIFIED PERSONNEL IS INTENSE IN OUR INDUSTRY AND IN
OUR GEOGRAPHIC REGION, WE MAY NOT BE ABLE TO RECRUIT OR RETAIN PERSONNEL, WHICH
COULD IMPACT THE DEVELOPMENT OR SALES OF OUR PRODUCTS.

     Our success depends on our ability to attract and retain qualified
management, engineering, sales and marketing and professional services
personnel. Competition for these types of personnel is intense, especially in
the Silicon Valley. We do not have employment agreements with most of our key
personnel. If we are unable to retain our existing key personnel, or attract and
train additional qualified personnel, our growth may be limited due to our lack
of capacity to develop and market our products.

                                       11
20

OUR RESULTS OF OPERATIONS WILL BE HARMED BY CHARGES ASSOCIATED WITH OUR PAYMENT
OF STOCK-BASED COMPENSATION AND CHARGES ASSOCIATED WITH OTHER SECURITIES
ISSUANCES BY US.

     We expect to incur a significant amount of amortization of charges related
to securities issuances in future periods, which will negatively affect our
operating results. We have deferred compensation charges of $6.0 million for
stock-based compensation as of December 31, 1999 and have related amortization
of $590,000 for the nine months ended December 31, 1999. We expect to amortize
approximately $3.3 million of stock-based compensation for the fiscal year
ending March 31, 2001 and we may incur additional charges in the future in
connection with grants of stock-based compensation at less than fair value. We
also expect to amortize approximately $3.3 million in connection with a
development agreement entered into in September 1999 with an investor who
received shares of Series E Preferred Stock and a warrant to purchase 57,000
shares of common stock at less than the deemed fair value. In January 2000 in
connection with a license and maintenance agreement we issued a warrant to
purchase 800,000 shares of common stock for $800,000. The fair value of the
warrant at the date of issuance was $16.4 million. As the fair value of the
warrants, less the purchase price, exceeds revenues to be earned under the
license and services agreement we will record a loss of $12.6 million in the
fourth quarter of fiscal 2000.

IF WE BECOME SUBJECT TO PRODUCT LIABILITY LITIGATION, IT COULD BE COSTLY AND
TIME CONSUMING TO DEFEND AND COULD DISTRACT US FROM FOCUSING ON OUR BUSINESS AND
OPERATIONS.

     Since our products are company-wide, mission-critical computer applications
with a potentially strong impact on our customers' sales, errors, defects or
other performance problems could result in financial or other damages to our
customers. Although our license agreements generally contain provisions designed
to limit our exposure to product liability claims, existing or future laws or
unfavorable judicial decisions could negate such limitation of liability
provisions. Product liability litigation, even if it were unsuccessful, would be
time consuming and costly to defend.

OUR FUTURE SUCCESS DEPENDS ON OUR PROPRIETARY INTELLECTUAL PROPERTY, AND IF WE
ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY FROM POTENTIAL COMPETITORS OUR
BUSINESS MAY BE SIGNIFICANTLY HARMED.

     We rely on a combination of trademark, trade secret and copyright law and
contractual restrictions to protect the proprietary aspects of our technology.
These legal protections afford only limited protection for our technology. We
currently have three pending U.S. patent applications and two pending U.S.
trademark applications. We do not have any foreign patents or patent
applications. Our trademark and patent applications might not result in the
issuance of any trademarks or patents. If any patent or trademark is issued, it
might be invalidated or circumvented or otherwise fail to provide us any
meaningful protection. We seek to protect source code for our software,
documentation and other written materials under trade secret and copyright laws.
We license our software pursuant to signed license agreements, which impose
certain restrictions on the licensee's ability to utilize the software. We also
seek to avoid disclosure of our intellectual property by requiring employees and
consultants with access to our proprietary information to execute
confidentiality agreements. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. In addition, the laws
of many countries do not protect our proprietary rights to as great an extent as
do the laws of the United States. Litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and to
determine the validity and scope of the proprietary rights of others. Our
failure to adequately protect our intellectual property could significantly harm
our business and operating results.

                                       12
21

IF WE ARE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION, WE MAY INCUR SUBSTANTIAL
COSTS, WHICH WOULD HARM OUR OPERATING RESULTS.

     Our success and ability to compete are dependent on our ability to operate
without infringing upon the proprietary rights of others. Any intellectual
property litigation could result in substantial costs and diversion of resources
and could significantly harm our business and operating results. In the past, we
received correspondence from two patent holders recommending that we license
their respective patents. After review of these patents, we informed these
patent holders that in our opinion, it would not be necessary to license these
patents. However, we may be required to license either or both patents or incur
legal fees to defend our position that such licenses are not necessary. We
cannot assure you that if required to do so, we would be able to obtain a
license to use either patent on commercially reasonable terms, or at all. In
January 2000 we received correspondence from Celestica, Inc. alleging that our
use of the mark SELECTICA infringes upon their registered mark of CELESTICA. We
are currently evaluating the validity of their claim. We may be required to
incur legal fees and enter into litigation with respect to defending our mark.

     Any threat of intellectual property litigation could force us to do one or
more of the following:

     - cease selling, incorporating or using products or services that
       incorporate the challenged intellectual property;

     - obtain from the holder of the infringed intellectual property right a
       license to sell or use the relevant intellectual property, which license
       may not be available on reasonable terms;

     - redesign those products or services that incorporate such intellectual
       property; or

     - pay money damages to the holder of the infringed intellectual property
       right.

     In the event of a successful claim of infringement against us and our
failure or inability to license the infringed intellectual property on
reasonable terms or license a substitute intellectual property or redesign our
product to avoid infringement, our business and operating results would be
significantly harmed. If we are forced to abandon use of our trademark, we may
be forced to change our name and incur substantial expenses to build a new
brand, which would significantly harm our business and operating results.

RESTRICTIONS ON EXPORT OF ENCRYPTED TECHNOLOGY COULD CAUSE US TO INCUR DELAYS IN
INTERNATIONAL PRODUCT SALES, WHICH WOULD ADVERSELY IMPACT THE EXPANSION AND
GROWTH OF OUR BUSINESS.

     Our software utilizes encryption technology, the export of which is
regulated by the United States government. If our export authority is revoked or
modified, if our software is unlawfully exported or if the United States adopts
new legislation restricting export of software and encryption technology, we may
experience delay or reduction in shipment of our products internationally.
Current or future export regulations could limit our ability to distribute our
products outside of the United States. While we take precautions against
unlawful exportation of our software, we cannot effectively control the
unauthorized distribution of software across the Internet.

IF WE ARE UNABLE TO EXPAND OUR OPERATIONS INTERNATIONALLY OR ARE UNABLE TO
MANAGE THE GREATER COLLECTIONS, MANAGEMENT, HIRING, LEGAL, REGULATORY AND
CURRENCY RISKS FROM THESE INTERNATIONAL OPERATIONS, OUR BUSINESS AND OPERATING
RESULTS WILL BE HARMED.

     We intend to expand our operations internationally. This expansion may be
more difficult or take longer than we anticipate, and we may not be able to
successfully market, sell or deliver our products

                                       13
22

internationally. If successful in our international expansion, we will be
subject to a number of risks associated with international operations,
including:

     - longer accounts receivable collection cycles;

     - expenses associated with localizing products for foreign markets;

     - difficulties in managing operations across disparate geographic areas;

     - difficulties in hiring qualified local personnel;

     - difficulties associated with enforcing agreements and collecting
       receivables through foreign legal systems;

     - unexpected changes in regulatory requirements that impose multiple
       conflicting tax laws and regulations; and

     - fluctuations in foreign exchange rates and the possible lack of financial
       stability in foreign countries that prevent overseas sales growth.

YEAR 2000 ISSUES COULD FORCE US TO INCUR SIGNIFICANT COSTS OR CAUSE OUR
CUSTOMERS TO DELAY THE LICENSING OF OUR PRODUCTS.

     Most of our license agreements with our customers represent and warrant
that our products are Year 2000 compliant. If our products do not operate
properly with date calculations involving the Year 2000 and subsequent dates, we
could incur unanticipated expenses to remedy any problems, which could
significantly harm our business and operating results. Our products are
generally integrated into computer systems involving sophisticated hardware and
complex software products, which may not be Year 2000 compliant. The failure of
our customers' systems to be Year 2000 compliant could impede the success of
applications that we have developed for them. Accordingly, known or unknown
defects that affect the operation of our software, including any defects or
errors in applications that include our products, could result in a delay or
loss of revenue, diversion of development resources, damage to our reputation or
increased service or warranty costs and litigation costs, which could harm our
business and operating results. We may also experience reduced licensing of our
software and services as current or potential customers place a priority on
correcting Year 2000 problems and defer purchase decisions for software
products.

                         RISKS RELATED TO THE INDUSTRY

IF USE OF THE INTERNET DOES NOT CONTINUE TO DEVELOP AND RELIABLY SUPPORT THE
DEMANDS PLACED ON IT BY ELECTRONIC COMMERCE, THE MARKET FOR OUR PRODUCTS AND
SERVICES MAY BE ADVERSELY AFFECTED, AND WE MAY NOT ACHIEVE ANTICIPATED SALES
GROWTH.

     Growth in sales of our products and services depends upon the continued and
increased use of the Internet as a medium for commerce and communication. Growth
in the use of the Internet is a recent phenomenon and may not continue. In
addition, the Internet infrastructure may not be able to support the demands
placed on it by increased usage and bandwidth requirements. There have also been
recent well-publicized security breaches involving "denial of service" attacks
on major web sites. Concerns over these and other security breaches may slow the
adoption of electronic commerce by businesses, while privacy concerns over
inadequate security of information distributed over the Internet may also slow
the adoption of electronic commerce by individual consumers. Other risks
associated with commercial use of the Internet could slow its growth, including:

     - inadequate reliability of the network infrastructure;

     - slow development of enabling technologies and complementary products; and

     - limited accessibility and ability to deliver quality service.

                                       14
23

     In addition, the recent growth in the use of the Internet has caused
frequent periods of poor or slow performance, requiring components of the
Internet infrastructure to be upgraded. Delays in the development or adoption of
new equipment and standards or protocols required to handle increased levels of
Internet activity, or increased government regulation, could cause the Internet
to lose its viability as a commercial medium. If the Internet infrastructure
does not develop sufficiently to address these concerns, it may not develop as a
commercial marketplace, which is necessary for us to increase sales.

INCREASING GOVERNMENT REGULATION OF THE INTERNET COULD LIMIT THE MARKET FOR OUR
PRODUCTS AND SERVICES, OR IMPOSE GREATER TAX BURDENS ON US OR LIABILITY FOR
TRANSMISSION OF PROTECTED DATA.

     As electronic commerce and the Internet continue to evolve, federal, state
and foreign governments may adopt laws and regulations covering issues such as
user privacy, taxation of goods and services provided over the Internet,
pricing, content and quality of products and services. If enacted, these laws
and regulations could limit the market for electronic commerce, and therefore
the market for our products and services. Although many of these regulations may
not apply directly to our business, we expect that laws regulating the
solicitation, collection or processing of personal or consumer information could
indirectly affect our business.

     Laws or regulations concerning telecommunications might also negatively
impact us. Several telecommunications companies have petitioned the Federal
Communications Commission to regulate Internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on these companies. This type of legislation could increase
the cost of conducting business over the Internet, which could limit the growth
of electronic commerce generally and have a negative impact on our business and
operating results.

                  RISKS RELATED TO THE INITIAL PUBLIC OFFERING

BECAUSE WE ARE IN THE INTERNET INDUSTRY, OUR STOCK PRICE MAY BE PARTICULARLY
VOLATILE, WHICH COULD LEAD TO CLASS ACTION LITIGATION.

     The stock market in general has recently experienced extreme price and
volume fluctuations. In addition, the market prices of securities of technology
companies, particularly Internet-related companies, have been extremely
volatile, and have experienced fluctuations that have often been unrelated to or
disproportionate to the operating performance of these companies. These broad
market fluctuations could adversely affect the market price of our common stock.

     In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and divert management's attention
and resources, which could harm our business and operating results.

OUR EXECUTIVE OFFICER AND DIRECTORS WILL RETAIN SUBSTANTIAL VOTING CONTROL OVER
US AFTER THE INITIAL PUBLIC OFFERING THAT WILL ALLOW THEM TO INFLUENCE THE
OUTCOME OF MATTERS SUBMITTED TO STOCKHOLDERS FOR APPROVAL.

     On completion of the initial public offering and the private placement, our
executive officers and directors and their affiliates, based on ownership as of
December 31, 1999, will beneficially own, in the aggregate, approximately 55% of
our outstanding common stock (assuming no exercise of the underwriters' over-
allotment option). As a result, these stockholders will be able to exercise
significant influence over all matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions,
which could have the effect of delaying or preventing a third party from

                                       15
24

acquiring control over us.

WE HAVE VARIOUS MECHANISMS IN PLACE TO DISCOURAGE TAKEOVER ATTEMPTS THAT COULD
SUPPRESS OUR STOCK PRICE AND MAKE IT MORE DIFFICULT TO ACQUIRE US.

     Our certificate of incorporation, our bylaws and Delaware law contain
provisions that could make it more difficult for a third party to acquire us,
even if doing so would be beneficial to our stockholders. These provisions
include:

     - authorizing the issuance of shares of blank check preferred stock;

     - providing for a classified board of directors with staggered, three year
       terms; and

     - prohibiting specified stockholder action by written consent.

     We are also currently considering other anti-takeover measures, including a
stockholders' rights plan.

IF A SIGNIFICANT NUMBER OF SHARES BECOME AVAILABLE FOR SALE AND ARE SOLD IN A
SHORT PERIOD OF TIME, THE MARKET PRICE OF OUR STOCK COULD DECLINE.

     If our stockholders sell substantial amounts of our common stock in the
public market following the initial public offering, the market price of our
common stock could fall. Based on shares outstanding as of December 31, 1999,
upon completion of the initial public offering and the private placement, we
will have outstanding 34,556,334 shares of common stock. Other than the shares
of common stock sold in the initial public offering, no shares will immediately
be eligible for sale in the public market immediately. Our stockholders will be
subject to agreements with the underwriters or us that restrict their ability to
transfer their stock for 180 days from the date of this prospectus. After these
agreements expire, an additional 25,216,753 shares will be eligible for sale in
the public market.

WE HAVE BROAD DISCRETION TO USE THE PROCEEDS FROM THE INITIAL PUBLIC OFFERING
FOR PURPOSES WITH WHICH THE INVESTORS MAY NOT AGREE, AND WE MAY NOT BE
SUCCESSFUL IN INVESTING THESE PROCEEDS.

     We plan to use the proceeds from the initial public offering for general
corporate purposes. Therefore, we will have broad discretion as to how we will
spend the proceeds, and our stockholders may not agree with the ways in which we
use the proceeds. We may not be successful in investing the proceeds from the
initial public offering in our operations or external investments to yield a
favorable return.

                                       16
25

                                 USE OF PROCEEDS

               The Company will not receive any of the proceeds from the
offering hereunder. All expenses of registration incurred in connection with
this offering are being borne by the Company, but all selling and other expenses
incurred by the individual Registered Stockholders will be borne by such
Registered Stockholders.

                             REGISTERED STOCKHOLDERS

               The Reoffer Prospectus relates to shares of Common Stock which
have been acquired by certain key employees (the "Registered Stockholders") of
the Company. Registered Stockholders acquired shares of Common Stock to be
offered hereunder pursuant to the exercise of options.

               The following table sets forth certain information with respect
to the Registered Stockholders as of March 16, 2000:
Number of             Number of
                                                                               Number of         Shares to              Shares
                                       Stockholder's Position                    Shares             be                   Owned
        Registered                              with                          Owned Before        Offered                After
        Stockholder                           Company                           Offering           Hereby              Offering*
        -----------                    ------------------------             ----------------   --------------      ----------------
Daniel Carmel                          Vice President                       400,000 shares     400,000 shares             0 shares
                                       of Marketing

Stephen Bennion                        Chief Financial Officer,             350,000 shares     350,000 shares             0 shares
                                       Vice President of Finance, and
                                       Secretary

Ashish Mathur                          Vice President of Worldwide          550,000 shares     150,000 shares       400,000 shares
                                       Professional Services

Charles Pendell                        Vice President of Sales, Americas    425,000 shares     125,000 shares       300,000 shares

Rajen Jaswa                            Chairman of the Board,               1,500,000 shares   250,000 shares       1,250,000 shares
                                       Chief Executive Officer, and
                                       President

Dr. Sanjay Mittal                      Vice-Chairman of the Board,          2,753,050 shares   250,000 shares       2,503,051 shares
                                       Chief Technical Officer &
                                       Vice President of Engineering

Other Registered Stockholders          Service Providers                    121,460 shares     121,460 shares             0 shares
  holding less than 1% of capital
  stock
17
26

*Assumes sale of all of the shares offered; however, the Registered Stockholders
may or may not sell all or any of the offered shares.

                              PLAN OF DISTRIBUTION

               The shares of Common Stock covered by this Reoffer Prospectus are
being registered by the Company for the account of the Registered Stockholders.

               The Registered Stockholder(s) may sell the shares in one or more
transactions (which may involve one or more block transactions) on the Nasdaq
National Market, in sales occurring in the public market off such system, in
privately negotiated transactions or in a combination of such transactions. Each
such sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. The Registered Stockholder(s) may sell some or all
of the shares in transactions involving broker-dealers, who may act as agent or
acquire the shares as principal. Any broker-dealer participating in such
transactions as agent may receive commissions from the Registered Stockholder(s)
(and, if they act as agent for the purchaser of such shares, from such
purchaser). The Registered Stockholder(s) will pay usual and customary brokerage
fees. Broker-dealers may agree with the Registered Stockholder(s) to sell a
specified number of shares at a stipulated price per share and, to the extent
such a broker-dealer is unable to do so acting as agent for the Registered
Stockholder(s), to purchase as principals any unsold shares at the price
required to fulfill the respective broker-dealer's commitment to the Registered
Stockholder(s). Broker-dealers who acquire shares as principals may thereafter
resell such shares from time to time in transactions (which may involve cross
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive from the purchasers of such shares
commissions.

               To the knowledge of the Company, there is currently no agreement
with any broker or dealer respecting the sale of the shares offered hereby. Upon
the sale of any such shares, the Registered Stockholder(s) or anyone effecting
sales on behalf of the Registered Stockholder(s) may be deemed an underwriter,
as that term is defined under the Securities Act of 1933, as amended. The
Company will pay all expenses of preparing and reproducing this Reoffer
Prospectus, but will not receive the proceeds from sales by the Registered
Stockholders. Sales will be made at prices prevailing at the time of such sales.

               The Company is bearing all costs relating to the registration of
the shares. Any commissions or other fees payable to broker-dealers in
connection with any sale of the shares will be borne by the Registered
Stockholder(s) or other party selling such shares. In order to comply with
certain states' securities laws, if applicable, the shares will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In certain
states the shares may not be sold unless the shares have been registered or
qualified for sale in such state, or unless an exemption form registration or
qualification is available and is obtained.

                       DOCUMENTS INCORPORATED BY REFERENCE

               Selectica, Inc. hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission:

        (a)     Selectica, Inc.'s prospectus filed with the SEC pursuant to Rule
                424(b) under the Securities Act of 1933, as amended (the "1933
                Act"), in connection with Registration Statement No. 333-92545
                on Form S-1 filed with the SEC on December 10, 1999, together
                with any and all amendments thereto, in which there are set
                forth audited financial statements for Selectica, Inc.'s fiscal
                years ended March 30, 1998 and 1999 and six months ended
                September 30, 1999 and

                                       18
27
        (b)     The description of Selectica, Inc.'s outstanding Common Stock
                contained in the Registrant's Registration Statement No.
                000-29637 on Form 8-A filed with the SEC on February 22, 2000,
                pursuant to Section 12 of the 1934 Act, including any amendment
                or report filed for the purpose of updating such description.

               All of such documents are on file with the Commission. All
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities to be offered pursuant hereto have been sold
or which deregisters all such securities then remaining unsold shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents.

                                 INDEMNIFICATION

               Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Selectica,
Inc.'s Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law.
Selectica, Inc.'s Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty as directors to Selectica, Inc. and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
fiduciary duty of the directors, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to Selectica,
Inc. for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
Selectica, Inc. has entered into Indemnification Agreements with its officers
and directors. The Indemnification Agreements provide Selectica, Inc.'s officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law.

                                       19
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                                  EXHIBIT INDEX
Exhibit Number    Exhibit
   --------------    -------
4             Instrument Defining Rights of Stockholders. Reference is made to
                   Selectica, Inc.'s Registration Statement No. 000-29637 on Form
                   8-A, which is incorporated herein by reference under Item 3(b)
                   of this Registration Statement.

     5             Opinion and consent of Gunderson Dettmer Stough Villeneuve
                   Franklin & Hachigian LLP.

     23.1          Consent of Ernst & Young LLP, Independent Auditors.

     23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                   Hachigian LLP is contained in Exhibit 5.

     24            Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.

     99.1          Form of Written Compensation Agreement