Selectica Definitive Notice and Proxy Statement

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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

You are cordially invited to attend the Annual Meeting of Stockholders of Selectica, Inc. (the “Company”), which will be held at the Company’s headquarters, 3 West Plumeria Drive, San Jose, California, on Thursday, September 18, 2003, at 1:00 p.m.

Details of the business to be conducted at the Annual Meeting are given in the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and promptly return the accompanying proxy in the enclosed postage-paid envelope. Returning the proxy does NOT deprive you of your right to attend the Annual Meeting. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the meeting.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company. We look forward to seeing you at the Annual Meeting.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Selectica, Inc. (the “Company”) will be held at the Company’s headquarters, 3 West Plumeria Drive, San Jose, California, on Thursday, September 18, 2003, at 1:00 p.m. for the following purposes:


	1.	To elect two members of the Board of Directors to serve until expiration of their terms or until their successors have been duly elected and qualified;

	2.	To ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2004; and

	3.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the attached Proxy Statement.

Only stockholders of record at the close of business on July 25, 2003 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. A list of such stockholders will be available for inspection at the Company’s headquarters located at 3 West Plumeria Drive, San Jose, California, during ordinary business hours for the ten-day period prior to the Annual Meeting.


	BY ORDER OF THE BOARD OF DIRECTORS,

	Sanjay Mittal
	President and Chief Executive Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.

These proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors of Selectica, Inc., a Delaware corporation (the “Company”), for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Company’s headquarters, 3 West Plumeria Drive, San Jose, California, on Thursday, September 18, 2003, at 1:00 p.m., and at any adjournment or postponement of the Annual Meeting. These proxy materials were first mailed to stockholders on or about August 18, 2003.

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting of Stockholders. Each proposal is described in more detail in this Proxy Statement.

The Company’s Common Stock is the only type of security entitled to vote at the Annual Meeting. On July 25, 2003, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 31,260,477 shares of Common Stock outstanding. Each stockholder of record on July 25, 2003 is entitled to one vote for each share of Common Stock held by such stockholder on July 25, 2003. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

The Company’s bylaws provide that the holders of fifty percent of the Company’s stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining the presence of a quorum.

Proposal 1. Directors are elected by a plurality of the affirmative votes cast by those shares present in person, or represented by proxy, and entitled to vote at the Annual Meeting. The two (2) nominees for director receiving the highest number of affirmative votes will be elected. Abstentions and broker non-votes will not be counted toward a nominee’s total votes.

Proposal 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2004 requires the affirmative vote of a majority of those shares present in person, or represented by proxy, and cast either affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted as having been voted on the proposal.

Whether or not you are able to attend the Company’s Annual Meeting, you are urged to complete and return the enclosed proxy, which is solicited by the Company’s Board of Directors and which will be voted as you direct on your proxy when properly completed. In the event no directions are specified, such proxies will

be voted FOR the Nominees of the Board of Directors (as set forth in Proposal No. 1), FOR Proposal No. 2, and in the discretion of the proxy holders as to other matters that may properly come before the Annual Meeting. You may also revoke or change your proxy at any time before the Annual Meeting. To do this, send a written notice of revocation or another signed proxy with a later date to the Secretary of the Company at the Company’s principal executive offices before the beginning of the Annual Meeting. You may also automatically revoke your proxy by attending the Annual Meeting and voting in person. All shares represented by a valid proxy received prior to the Annual Meeting will be voted.

The Company will bear the entire cost of the solicitation, including the preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any additional soliciting material furnished to stockholders. Copies of solicitation material will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, the Company may reimburse such persons for their costs of forwarding the solicitation material to such beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by telephone, telegram, or other means by directors, officers, employees or agents of the Company. No additional compensation will be paid to these individuals for any such services. Except as described above, the Company does not presently intend to solicit proxies other than by mail.

The Company’s Certificate of Incorporation provides for a classified Board of Directors comprised of three classes, with the terms of office of each class of directors ending in successive years. The Company currently has authorized five directors, with each class of directors consisting of either one or two directors. At the Annual Meeting, two directors are to be elected to serve until the Company’s 2006 Annual Meeting or until their successors are elected and qualified. The directors who are being nominated for election to the Board of Directors (the “Nominees”), their ages as of June 30, 2003, their positions and offices held with the Company and certain biographical information are set forth below. The proxy holders intend to vote all proxies received by them in the accompanying form FOR the Nominees listed below unless otherwise instructed. In the event any Nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by the present Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any Nominee who is unable or will decline to serve as a director. The two (2) Nominees receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting will be elected directors of the Company.

John Fisher has served as a director since July 1997. Since 1991, Mr. Fisher has served as a Managing Director of Draper Fisher Jurvetson, a venture capital firm. Mr. Fisher also serves on the boards of directors of Airprism, Cambridge Innovations, CMI Marketing, Entegrity Solutions, Safeview and Visto Corporation. Mr. Fisher received his B.A., Magna Cum Laude, in History of Science and his M.B.A. from Harvard University.

Michael Lyons has served as a director since July 1999. Since 1997, Mr. Lyons has served as the General Partner of Zilkha Venture Partners, a venture capital firm. Since June, 1992 Mr. Lyons has also served as the General Partner of Potrero Management, a venture capital firm. Since 1989, Mr. Lyons has been a Consulting Associate Professor in the Stanford University School of Engineering. Mr. Lyons also serves on the boards of directors of Real Time Innovations, a real-time software and control systems company, and Safeview. He is a Sr. Advisory Director for Investcorp, a venture capital firm and an Entrepreneur in Resident of Vanguard Ventures. Mr. Lyons received his B.S.E.P in Engineering Physics from Cornell University, his M.S. in Electrical Engineering from Stanford University and his M.B.A. with distinction from the Pepperdine Presidential/ Key Executive Program.

Set forth below is information regarding the continuing directors of the Company, including their ages as of June 30, 2003, the periods during which they have served as directors, and information furnished by them as

Rajen Jaswa, a co-founder of Selectica, has served as a director and the Company’s Chairman of the Board since our inception. Mr. Jaswa also served as our President and Chief Executive Officer from our inception until July 9, 2002. Prior to co-founding Selectica, Mr. Jaswa served as President of OPTi, Inc., a supplier of PC compatible chipsets from January 1995 to January 1996 and as Vice President of Sales and Marketing from August 1989 to December 1994. Mr. Jaswa received his B.S.E.E. in Electrical Engineering from the Indian Institute of Technology, his M.S.E.E. in Electrical Engineering from the University of Toronto and his M.B.A. from Stetson University.

Thomas Neustaetter has served as a director of Selectica since July 1999. Since March 1999, Mr. Neustaetter has been a Partner of JK&B Capital. Prior to joining JK&B Capital, Mr. Neustaetter was a Partner of the Chatterjee Group, an affiliate of Soros Fund Management, from January 1996 to February 1999. Mr. Neustaetter serves on the boards of directors of XOSoft, Zone Labs, Instantis, Paragon Networks, emWare, Inc. and Kada Systems. Mr. Neustaetter earned his B.A. Phi Beta Kappa in Philosophy from the University of California, Berkeley, and his M.B.A. and M.S. in Information Science from University of California, Los Angeles.

Dr. Sanjay Mittal, a co-founder of Selectica, has served as our President and Chief Executive Officer since July 9, 2002 and as our Chief Technical Officer, Executive Vice President of Engineering and a director since our inception. In January 2000, Dr. Mittal was elected Vice Chairman of the Board of Directors. Prior to co-founding Selectica, from April 1992 to July 1996, Dr. Mittal was the founder and President of Catalogics Software Corporation, a configuration software company acquired by Selectica in 1996. From 1990 to 1992 Dr. Mittal managed a development team at Metaphor, a business software company. Prior to that, Dr. Mittal was a senior research scientist at Xerox’s Palo Alto Research Center (PARC) from 1982 to 1990. Dr. Mittal received his B.Tech in Electrical Engineering from the Indian Institute of Technology and his M.S. and Ph.D. in Computer Science from Ohio State University.

Our non-director executive officers and key employees and their ages as of June 30, 2003, are as follows:

Stephen R. Bennion has served as our Chief Financial Officer and Executive Vice President of Finance since September 1999 and has served as our Executive Vice President of Worldwide Professional Services since October 2002. In January 2000, Mr. Bennion was elected our Secretary. In October 2002, Mr. Bennion assumed the position of Executive Worldwide Professional Services. From April 1998 to September 1998,

Mr. Bennion served as Vice President and Chief Financial Officer for the Western Region for Cohesive Technology Solutions, a technology consulting company. From April 1995 to April 1998, Mr. Bennion served as Executive Vice President and Chief Financial Officer for Worldtalk Communications Corporation, an Internet e-mail software company. Mr. Bennion received his B.S. in accounting from Weber State University and is a Certified Public Accountant.

Dr. S.S. Sundarajan has served as our Vice President of Indian Operations since June 1998. Prior to joining Selectica, Dr. Sundarajan served as Chief Executive of Datapro Electronics Pvt. Ltd., a software company focusing on real time systems, in Pune, India from April 1986 to June 1998. Dr. Sundarajan received his B.S. in Engineering from Pune University and his M.S. and Ph.D. in Electrical Engineering from Ohio State University.

During the fiscal year ended March 31, 2003, the Board of Directors held ten meetings. In addition, the Board also acted by unanimous written consent on one occasion. For the fiscal year, each of the directors during the term of their tenure attended or participated in at least 75% of the aggregate of (i) the total number of meetings or actions by written consent of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which each such director served. The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Stock Option Committee.

During the fiscal year ended March 31 2003, the Audit Committee of the Board of Directors held four meetings. The Audit Committee was created on June 10, 1999. The Audit Committee reviews, acts on and reports to the Board of Directors with respect to various auditing and accounting matters, including the selection of the Company’s accountants, the scope of the annual audits, fees to be paid to the Company’s accountants, the performance of the Company’s accountants and the accounting practices of the Company. The members of the Audit Committee are Messrs. Fisher, Neustaetter and Lyons.

During the fiscal year ended March 31, 2003, the Compensation Committee of the Board of Directors held one meeting. The Compensation Committee was created on July 27, 1999. The Compensation Committee reviews the performance of the executive officers of the Company, establishes compensation programs for the officers, and reviews the compensation programs for other key employees, including salary and cash bonus levels and option grants under the 1996 Stock Plan, 2001 Supplemental Plan and 1999 Equity Incentive Plan and administers the 1999 Employee Stock Purchase Plan. The members of the Compensation Committee during the fiscal year ended March 31, 2003 were Messrs. Fisher and Neustaetter.

During the fiscal year ended March 31, 2003, the Stock Option Committee of the Board of Directors held 24 meetings. The Stock Option Committee was created on March 22, 2000. The Stock Option Committee grants a limited number of stock options to employees who are neither officers nor directors. The sole member of the Stock Option Committee is Dr. Mittal.

The Board of Directors did not have a Nominating Committee during the fiscal year ended March 31, 2003.

Except for grants of stock options, directors of the Company generally do not receive compensation for services provided as a director. The Company also does not pay compensation for committee participation or special assignments of the Board of Directors.

Non-employee Board members are eligible for option grants under the Company’s 1999 Equity Incentive Plan under the automatic option grant program. Each individual who first becomes a non-employee Board member after December 11, 2002 will be granted an option (“Initial Option”) to purchase 50,000 shares of the Company’s Common Stock on the date such individual joins the Board. The Initial Option becomes vested as to 25% of the option shares upon the completion of 12 months of service and as to 1/48 of the option shares upon the completion of each month of service thereafter. In addition, at each Annual Meeting of

Stockholders beginning at the 2003 Annual Meeting, each non-employee director who will continue to be a director after such Annual Meeting will receive an additional option (“Annual Option”) to purchase 12,500 shares of Common Stock. The Annual Option becomes fully vested upon the completion of 12 months of service from the grant date. Each director who received an Initial Option will first be eligible to receive an Annual Option in the calendar year that is after the calendar year in which the director received the Initial Option. The exercise price for each option grant will be equal to the fair market value per share of Common Stock on the option grant date. If there is a change in control or a termination as a result of death, disability or retirement after reaching age 65, the Initial Options and Annual Options will become fully vested. Pursuant to the terms of the automatic option grant program under the Company’s 1999 Equity Incentive Plan, Messrs. Fisher, Jaswa, Lyons and Neustaetter will each receive grants of options to purchase 12,500 shares of Common Stock in connection with the 2003 Annual Meeting.

All directors are also eligible to receive options and be issued shares of Common Stock directly under the 1999 Equity Incentive Plan, outside of the automatic option grant program, and directors who are employees of the Company are also eligible to participate in the Company’s 1999 Employee Stock Purchase Plan.

The Board of Directors recommends a vote “FOR” the nominees listed herein.

The Company is asking the stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2004. The affirmative vote of the holders of a majority of shares present or represented by proxy and voting at the Annual Meeting will be required to ratify the appointment of Ernst & Young LLP.

In the event the stockholders fail to ratify the appointment, the Board of Directors will reconsider its selection. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Board of Directors feels that such a change would be in the Company’s and its stockholders’ best interests.

Ernst & Young LLP has audited the Company’s financial statements since 1996. Its representatives are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

A summary of the fees paid to Ernst & Young LLP during the prior fiscal year is contained in the section entitled “Report of the Audit Committee of the Board of Directors.”

The Board of Directors recommends a vote “FOR” the ratification of the selection of Ernst & Young LLP to serve as the company’s independent public accountants for the fiscal year ending March 31, 2004.

The following table sets forth, as of June 30, 2003, certain information with respect to shares beneficially owned by (i) each person who is known by the Company to be the beneficial owner of more than five percent 5% of the Company’s outstanding shares of Common Stock, (ii) each of the Company’s directors and the executive officers named in the Summary Compensation Table and (iii) all current directors and executive officers as a group. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within sixty (60) days of the date as of which the information is provided; in computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the person named in the table have sole voting and investment power with respect to all shares of Common Stock as beneficially owned by them.


(1)	The number of shares of Common Stock Deemed outstanding includes shares issuable pursuant to stock options that may be exercised within 60 days after June 30, 2003. Percentage of ownership is based on 32,273,685 shares of Common Stock outstanding on June 30, 2003, plus shares of common stock subject to options currently exercisable or exercisable within 60 days of June 30, 2003 and held by each listed person. Shares of Common Stock subject to options currently exercisable or exercisable within 60 days of June 30, 2002 are deemed outstanding for purposes of computing the percentage ownership of the person holding such options but are not deemed outstanding for computing the percentage ownership of any other person.

(2)	Includes options exercisable for 569,444 shares of Common Stock within 60 days of June 30, 2003. Also includes 3,000 shares of Common Stock held as custodian for minors related to Dr. Mittal. Dr. Mittal’s address is c/o Selectica, Inc., 3 West Plumeria Drive, San Jose, CA 95134.


(3)	Includes options exercisable for 465,833 shares of Common Stock within 60 days of June 30, 2003. Mr. Jaswa’s address is c/o Selectica, Inc., 3 West Plumeria Drive, San Jose, CA 95134.

(4)	Includes options exercisable for 195,832 shares of Common Stock within 60 days of June 30, 2003. Also, includes 1,000 shares held as custodian for Mr. Bennion’s son. As of June 30, 2003, the Company had the right to repurchase 18,750 of Mr. Bennion’s shares.

(5)	Represents options exercisable for 150,000 shares of Common Stock within 60 days of June 30, 2003.

(6)	Includes 9,750 shares of Common Stock held by Draper Fisher Associates Fund IV, L.P. and 2,638 shares held by Draper Fisher Management Company LLC. Mr. Fisher is a managing member of the general partner of Draper Fisher Associates Fund IV, L.P., and a managing member of Draper Fisher Management Company LLC. Also includes 430,179 shares of Common Stock held by Mr. Fisher in custodial or trust accounts and options exercisable for 37,500 shares of Common Stock within 60 days of June 30, 2003.

(7)	Includes options exercisable for 37,500 shares of Common Stock within 60 days of June 30, 2003.

(8)	Includes options exercisable for an aggregate of 37,500 shares of Common Stock within 60 days of June 30, 2003. Also includes 1,141,031 shares held by JK&B Capital III, L.P., David Kronfeld and Thomas Neustaetter have the power to vote and dispose of shares held by JK&B Capital III, L.P. Mr. Neustaetter, a member of JK&B Capital Management LLC, the general partner of JK&B Capital III, L.P., disclaims beneficial ownership of such except to the extent of his pecuniary interest therein. Mr. Neustaetter’s address is JK&B Capital, 180 N. Stetson Avenue, Chicago, Illinois 60601.

(9)	Includes options exercisable for an aggregate of 1,493,609 shares of Common Stock within 60 days of June 30, 2003.

The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee” or the “Committee”) has the authority to establish the level of base salary payable to the Chief Executive Officer (“CEO”) and certain other executive officers of the Company and to administer the Company’s equity incentive plans. In addition, the Committee has the responsibility for approving the individual bonus programs and targets to be in effect for the CEO and certain other executive officers and key employees each fiscal year.

For fiscal 2003, the Compensation Committee weighed many factors to determine executive officer compensation levels. Among the factors considered by the Compensation Committee were industry compensation surveys, general and local market conditions plus the recommendations of the CEO with respect to the compensation of the Company’s key executive officers other than himself. However, the Compensation Committee made the final compensation decisions concerning such officers.

General Compensation Policy. The objective of the Compensation Committee’s executive compensation program is to align executive compensation with the Compensation Committee’s long and short-term business objectives and performance.

Additionally, it is imperative that executive compensation enables the Company to attract, retain and motivate qualified executives who are able to contribute to the long-term success of the Company. The following specific strategies are utilized to guide the Compensation Committee’s executive compensation decisions:


	•	Risk and Reward: A significant portion of an executive’s compensation should be tied to his performance and contributions to the success of the Company.

	•	Pay for Performance: If an executive performs at a higher level, then the executive should be rewarded with a higher level of compensation. Similarly, if performance is below minimum expectations, then there should be a lower level of compensation or there may be no variable compensation.

	•	Compensate Competitively: The Compensation Committee compares its compensation programs to those of other companies of comparable size and in similar industries and establishes compensation programs that are substantially at market.

During fiscal 2003, the Compensation Committee’s executive compensation program included these key elements:


	•	Base Salary. The Compensation Committee established the base salaries of the Company’s executives based on comparisons with executive salary surveys from market data for officers and executives in competitive public software companies (the “peer companies”). The level of base salary set for such executive officers to date has been comparable to the average of the surveyed compensation data for the peer companies. Additionally, each executive’s base pay is positioned relative to the total compensation package, including cash incentives and equity-based incentives, and, if applicable, reflects the additional responsibilities and positions assumed by an executive.

	•	Cash-Based Incentives. During fiscal 2003, executives of the Company participated in a Management by Objective (MBO) Plan under which cash-based incentive payments were earned, based upon the achievement of defined goals related to Company performance and personal objectives. This incentive program is designed to award less than full payment if the Company and individual do not achieve all of the specific goals. Specifically, annual and quarterly goals were established and performance measurements were made against these goals. Each year, the annual incentive plan is reevaluated by the Compensation Committee and new performance targets will be established reflecting the Company’s business plan and financial goals. The bonuses paid to the Named Officers in fiscal 2003 reflect the achievement of the goals set for the first quarter of fiscal 2003, and no additional bonuses were paid under the MBO Plan during the remainder of fiscal 2003 in order to conserve resources.

	•	Equity-Based Incentives. Stock options are designed to align the interests of each executive with those of the stockholders. During fiscal 2003, the Compensation Committee granted stock options to its


		officers, including its existing Named Officers, and in determining the size of each grant, the Compensation Committee considered the option number that would create a meaningful opportunity for stock ownership based upon the individual’s position with the Company, the individual’s assumption of new roles and responsibilities, the individual’s promotion and retention, the individual’s potential for future responsibility, the individual’s performance in the recent period and the number of unvested options held by the individual at the time of the new grant. The Compensation Committee believes that stock options provide added incentive for executives to influence the strategic direction of the Company and to create and grow value for customers, bringing new products to market, and creating the foundation for future growth for the stockholders and employees. Options are granted at fair market value and the options granted to Dr. Mittal and Mr. Bennion in fiscal 2003 have three-year vesting periods, contingent upon the executives’ continued employment with the Company. The number of stock options that are granted to individual executives is based on demonstrated performance and independent survey data reflecting competitive market practice.

CEO Compensation: Dr. Mittal did not participate in the Compensation Committee’s decisions concerning his compensation. The annual base salary for Dr. Mittal, the Company’s President, Chief Executive Officer and Chief Technical Officer, increased in connection with his assumption of the positions of President and Chief Executive Officer, in addition to his role as the Company’s Chief Technical Officer. The remaining components of Dr. Mittal’s 2003 fiscal year incentive compensation were dependent upon the Company’s performance and meeting his personal objectives under the MBO Plan and provided no dollar guarantees. The bonus paid to Dr. Mittal for the fiscal year 2003 rewarded him for the achievement of the first quarter goals under the MBO Plan.

Mr. Jaswa did not participate in the Compensation Committee’s decisions concerning his compensation. The annual base salary for Mr. Jaswa, the Company’s former President and Chief Executive Officer, did not change from his 2002 base salary. The remaining components of Mr. Jaswa’s 2003 fiscal year incentive compensation were dependent upon the Company’s performance and meeting his personal objectives under the MBO Plan and provided no dollar guarantees. The bonus paid to Mr. Jaswa for the fiscal year 2003 rewarded him for the achievement of the first quarter goals under the MBO Plan. Under his employment agreement with the Company, Mr. Jaswa was entitled to continuation of his base salary for 12 months following his employment termination date, and in consideration for his execution of a separation agreement, he received severance equal to additional 6 months of his most recent base salary continuation.

Messrs. Mathur and Batt, the Company’s former Executive Vice President of Worldwide Professional Services and Executive Vice President of Worldwide Sales, respectively, received severance benefits in consideration for their execution of separation agreements with the Company.

Tax Limitation. Under the Federal tax laws, a publicly-held company such as the Company will not be allowed a federal income tax deduction for compensation paid to certain executive officers to the extent that compensation exceeds $1 million per officer in any year. To qualify for an exemption from the $1 million deduction limitation, the stockholders were asked to approve a limitation under the Company’s 1999 Equity Incentive Plan on the maximum number of shares of Common Stock for which any one participant may be granted stock options per fiscal year. Because this limitation was adopted, any compensation deemed paid to an executive officer when he exercises an outstanding option under the 1999 Equity Incentive Plan with an exercise price equal to the fair market value of the option shares on the grant date will qualify as performance-based compensation that will not be subject to the $1 million limitation. Since it is not expected that the cash compensation to be paid to the Company’s executive officers for fiscal 2003 will exceed the $1 million limit per officer, the Compensation Committee will defer any decision on whether to limit the dollar amount of all other compensation payable to the Company’s executive officers to the $1 million cap.

The Compensation Committee of the Company’s Board of Directors was created on July 27, 1997 and the members of the Compensation Committee during the fiscal year ended March 31, 2003 were Messrs. Fisher, Lyons and Neustaetter. Neither of these individuals was at any time during 2003, or at any other time, an officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.

The Audit Committee serves as the representative of the Board of Directors for general oversight of the Company’s financial accounting and reporting process, system of internal control, audit process and process for monitoring compliance with laws and regulations and the Company’s Standards of Business Conduct. In addition, the Audit Committee annually recommends to the Board of Directors the appointment of a firm of independent auditors to audit the financial statements of the Company. The Audit Committee for the last fiscal year consisted of Messrs. Fisher, Neustaetter and Lyons.

The Company’s management has primary responsibility for preparing the Company’s financial statements and financial reporting process. The Company’s independent accountants, Ernst & Young LLP, are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States. The Audit Committee has general oversight responsibility with respect to the financial reporting process and the overall scope of the Company’s audit, and it reviews the results of the audit as well as other services provided by the Company’s independent accountants. As part of this process, the Audit Committee meets periodically with the independent accountants, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Audit Committee held four meetings during the last fiscal year.


	•	The Audit Committee has reviewed and discussed with the Company’s management and the independent auditors the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003. This review included a discussion of the quality and the acceptability of our financial reporting and controls, including the clarity of disclosures in the financial statements.

	•	The Audit Committee has discussed with our independent accountants, who are responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality and the acceptability of our financial reporting and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including Statement on Auditing Standards No. 61.

	•	The Audit Committee discussed with the independent auditors independence from the Company and its management. The Audit Committee has received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board Standards No. 1, Independence Discussions with Audit Committees) and has discussed with the independent accountants the independent accountants’ independence.

Fees for the audit of the last fiscal year and the review of Forms 10-Q were approximately $294,000 of which an aggregate amount of $83,000 had been billed through March 31, 2003.

The Company did not have any financial information systems design and implementation fees rendered by Ernst & Young LLP for the fiscal year ended March 31, 2003.

The Company also incurred $15,300 for other services rendered by Ernst & Young LLP for the fiscal year ended March 31, 2003.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited

financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003, for filing with the Securities and Exchange Commission. The Audit Committee and the Board of Directors have also recommended, subject to stockholder approval, the selection of Ernst & Young LLP, as the Company’s independent auditors.

The Audit Committee was organized on June 10, 1999 and operates in accordance with the provisions of its charter, which was previously filed as an Appendix to our Proxy Statement filed with the Securities and Exchange Commission on July 27, 2001. Each of the members of the Audit Committee is independent as defined under the listing standards of the Nasdaq National Market.

The graph set forth below compares the cumulative total stockholder return on the Company’s Common Stock between March 10, 2001 (the date the Company’s Common Stock commenced public trading) and March 31, 2003 with the cumulative total return of (i) the CRSP Total Return Index for the Nasdaq Stock Market (U.S. Companies) (the “Nasdaq Stock Market-U.S. Index”) and (ii) the S&P Application Software Index (the “S&P Application Software Index”), over the same period. This graph assumes the investment of $100.00 on March 10, 2001, in the Company’s Common Stock, the Nasdaq Stock Market-U.S. Index and the S&P Application Software Index, and assumes the reinvestment of dividends, if any.

The comparisons shown in the graph below are based upon historical data. The Company cautions that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, the potential future performance of the Company’s Common Stock. Information used in the graph was obtained from Standard & Poor’s Compustat Total Return Service, a source believed to be reliable, but the Company is not responsible for any errors or omissions in such information.


*	$100 invested on 3/10/00 in stock or on 2/29/00 in index — including reinvestment of dividends. Fiscal year ending March 31.

The Company effected its initial public offering of Common Stock on March 9, 2000 at a price of $30.00 per share. The graph above assumes that shares were purchased at the $30.00 per share offering price.

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings made by the Company under those statutes, the Compensation Committee Report and Stock Performance Graph shall not be deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by the Company under those statutes.

The following Summary Compensation Table sets forth information concerning compensation earned during the fiscal years ended March 31, 2003, 2002 and 2001 by (i) the Company’s Chief Executive Officer and (ii) the four other most highly compensated executive officers who were serving as executive officers of the Company during the fiscal year that ended March 31, 2003, each of whose total salary and bonus for services rendered in all capacities to the Company exceeded $100,000 during the fiscal year ended March 31, 2003 (collectively, the “Named Officers”).

The following table provides information on stock option grants to the Named Officers during the fiscal year ending March 31, 2003. These options are included in the Summary Compensation Table on page 16. All options were granted with a per share exercise price equal to the fair market value of the Company’s Common Stock on the option grant date under the 1999 Equity Incentive Plan. The options have ten-year terms. The gains calculated below assume annual compound stock price appreciation of 5% and 10% from the date the option was originally granted until the end of the option term. The 5% and 10% assumed annual

No options were exercised by any of the Named Officers during fiscal 2003. The following table sets forth information concerning the year-end number and value of unexercised options with respect to each Named Officer. No stock appreciation rights were granted or exercised by the Named Officers or were outstanding at the end of the year.

Under his employment agreement, dated January 1, 2003, the Company’s President, Chief Executive Officer and Chief Technical Officer, Dr. Sanjay Mittal, receives a base salary of $275,000 and is eligible to be considered for an annual incentive bonus after the Company attains profitability. Dr. Mittal also received an option grant for 500,000 shares of the Company’s common stock that becomes exercisable in 36 equal installments upon his completion of each month of service following the date of grant. This option becomes fully exercisable if Dr. Mittal is involuntarily terminated within 12 months after a change in control. If the Company terminates his employment for any reason other than cause or permanent disability and he signs a release of claims against the Company, he will be entitled to receive his most recent base salary for 12 months after the date of employment termination but if he is involuntarily terminated within 12 months after a change in control, instead of the previously described severance package, he will be entitled to receive his most recent base salary for 24 months after his employment terminates and the Company will continue his group insurance coverage (or pay his COBRA premiums) until the earlier of (a) the date when he receives substantially equivalent coverage in connection with new employment or (b) the date that is 24 months after employment termination (and if the Company pays his COBRA premiums, the payments continue until the earliest of (a), (b) or (c) the date when COBRA coverage expires). As severance, the Company will also pay to Dr. Mittal a pro rata portion of any incentive bonus that he would have received had his employment not been terminated.

Under his employment agreement, dated January 1, 2003, the Company’s Chief Financial Officer, Executive Vice President of Finance, Executive Vice President of Worldwide Professional Services and Secretary, Stephen Bennion, receives a base salary of $250,000 and is eligible to be considered for an annual incentive bonus after the Company attains profitability. Mr. Bennion also received an option grant for 300,000 shares of the Company’s common stock that becomes exercisable in 36 equal installments upon his completion of each month of service following the date of grant. This option becomes fully exercisable if Mr. Bennion is involuntarily terminated within 12 months after a change in control. If the Company terminates his employment for any reason other than cause or permanent disability and he signs a release of claims against the Company, he will be entitled to receive his most recent base salary for 12 months after the date of employment termination but if he is involuntarily terminated within 12 months after a change in control, instead of the previously described severance package, he will be entitled to receive his most recent base salary for 18 months after his employment terminates and the Company will continue his group insurance coverage (or pay his COBRA premiums) until the earlier of (a) the date when he receives substantially equivalent coverage in connection with new employment or (b) the date that is 18 months after employment termination (and if the Company pays his COBRA premiums, the payments continue until the earliest of (a), (b) or (c) the date when COBRA coverage expires). As severance, the Company will also pay to Mr. Bennion a pro rata portion of any incentive bonus that he would have received had his employment not been terminated.

The employment of Raj Jaswa, the Company’s former Chief Executive Officer, terminated on July 9, 2002. Under his employment agreement with the Company, Mr. Jaswa was entitled to receive his most recent base salary for 12 months following the date of his resignation. In addition, in consideration of his execution of a separation agreement with the Company, Mr. Jaswa is also entitled to receive additional severance equal to 6 months of his most recent base salary, pursuant to the terms of the separation agreement.

The employment of Ashish Mathur, the Company’s former Executive Vice President of Worldwide Professional Services, terminated on July 19, 2002. Under his separation agreement with the Company, Mr. Mathur agreed to waive and release all claims against the Company in exchange for receiving his most recent base salary for 8 months following his termination date, payment by the Company of his COBRA premiums until January 19, 2004, and the retention of certain items, such as his laptop, docking station and related equipment. In addition, as severance, the following options were amended: vesting of option for 100,000 shares of the Company’s common stock at an exercise price per share of $1.50 was accelerated, such that an additional 20,834 shares became vested and vesting of option for 250,000 shares of the Company’s common stock at an exercise price per share of $2.85 was accelerated, such that an additional 156,250 shares became vested and the term of each of these options was extended until the date that is 12 months after his termination date.

The employment of David Batt, the Company’s former Executive Vice President of Worldwide Sales, terminated on October 8, 2002. Under his separation agreement with the Company, Mr. Batt agreed to waive and release all claims against the Company in exchange for receiving a lump sum severance payment of $168,750, which is equal to his base salary for 9 months, payment by the Company of his COBRA premiums until July 31, 2003 and the extension of his option term until the date that is 12 months after his termination date for the 131,250 shares subject to his option that were vested as of his termination date.

If a change in control occurs, an option or other award under the 1999 Equity Incentive Plan will become fully exercisable and fully vested if the option or award does not continue to be outstanding, is not assumed by the surviving corporation or its parent or subsidiary or if the surviving corporation or its parent or subsidiary does not substitute the awards granted under the 1999 Equity Incentive Plan with awards that have substantially the same terms. In addition, if an optionee is involuntarily terminated within 12 months following a change in control, he or she will become vested in an additional number of option shares as if he or she completed another 12 months of service. If a change in control occurs and an executive officer or certain of our key employees are involuntarily terminated within 12 months following this change in control, then he or she will become vested in an additional number of option shares equal to the greater of 50% of the then unvested option shares or the number of option shares the executive officer or key employee would become vested in if he or she completed another 12 months of service.

For options granted prior to the Company’s initial public offering under the Company’s 1996 Stock Plan, upon a merger or consolidation, the merger agreement may provide for the continuation of the options if the Company is the surviving corporation, assumption of the options by the surviving corporation or its parent, settlement of the options in cash in an amount equal to the difference between the exercise price of the options and the value in the transaction of the same number of shares of the Company’s common stock or the substitution of its own options by the surviving corporation or its parent for the options granted under the 1996 Stock Plan. If the Company’s right of repurchase isn’t assigned to the entity that employs the optionee immediately after a change in control or its parent or subsidiary, the right of repurchase will lapse entirely and all of the shares of the Company’s common stock subject to the options will become fully vested.

Under the Company’s 1996 Stock Plan, as amended in 2001, options become exercisable and vested in full if the Company is subject to a change in control, unless the options remain outstanding following the change in control, or are assumed by the surviving corporation (or its parent or subsidiary) or substituted with options with substantially the same terms by the surviving corporation (or its parent or subsidiary). If an optionee experiences an involuntary termination within 12 months following a change in control, the vesting and exercisability of the optionee’s options will automatically accelerate, as if the optionee provided another 12 months of service following such involuntary termination.

The Company’s Certificate of Incorporation limits the liability of its directors for monetary damages arising from a breach of their fiduciary duty as directors, except to the extent otherwise required by the Delaware General Corporation Law. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission.

The Company’s Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. The Company has also entered into indemnification agreements with its officers and directors containing provisions that may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

On October 15, 1999, Mr. Bennion exercised his option to purchase 300,000 shares of common stock. He paid for those shares with a full recourse promissory note for $750,000 bearing 6.02% annual interest, secured by the purchased shares. As of June 30, 2003, the total amount outstanding on this loan was approximately $562,000.

On April 16, 2002, a shareholder derivative action was filed in the Superior Court of California, Santa Clara County, against certain officers and directors of the Company as well as the underwriters of the Company’s March 13, 2000 initial public offering of shares (the “IPO”) and against the Company as nominal defendant. The action was filed by a shareholder purporting to assert on behalf of the Company claims for breach of fiduciary duty, aiding and abetting and conspiracy, negligence, unjust enrichment and breach of contract relating to the pricing of shares in the Company’s IPO.

The members of the Board of Directors, the executive officers of the Company and persons who hold more than 10% of the Company’s outstanding Common Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which require them to file reports with respect to their ownership of the Company’s Common Stock and their transactions in such Common Stock. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for their 2003 fiscal year transactions in the Common Stock and their Common Stock holdings and (ii) the written representations received from one or more of such persons that no annual Form 5 reports were required to be filed by them for the 2003 fiscal year, the Company believes that all reporting requirements under

Section 16(a) for such fiscal year were met in a timely manner by its executive officers, Board members and greater than ten-percent stockholders, except that Dr. Mittal and Mr. Bennion filed a late Form 4 for options received during fiscal 2003.

The Company will mail without charge, upon written request, a copy of the Company’s Form 10-K report for fiscal year 2003, including the financial statements, schedule and list of exhibits. Requests should be sent to Selectica, Inc., 3 West Plumeria Drive, San Jose, California 95134, Attn: Stockholder Services.

Stockholder proposals that are intended to be presented at the 2004 Annual Meeting that are eligible for inclusion in the Company’s proxy statement and related proxy materials for that meeting under the applicable rules of the Securities and Exchange Commission must be received by the Company not later than April 21, 2004 in order to be included. Such stockholder proposals should be addressed to Selectica, Inc., 3 West Plumeria Drive, San Jose, California 94043, Attn: Stockholder Services.

Pursuant to Rule 14a-4(c) of the Securities and Exchange Act of 1934, as amended, if a stockholder who intends to present a proposal at the 2004 annual meeting of stockholders does not notify the Company of such proposal on or prior to July 7, 2004, then management proxies would be allowed to use their discretionary voting authority to vote on the proposal when the proposal is raised at the annual meeting, even though there is no discussion of the proposal in the 2004 Proxy Statement. The Company currently believes that the 2004 annual meeting of stockholders will be held during the second week of September, 2004.

The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. However, if other matters do properly come before the Annual Meeting or any adjournments or postponements thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment.


	BY ORDER OF THE BOARD OF DIRECTORS,

	Sanjay Mittal
	President and Chief Executive Officer

This Proxy is Solicited on Behalf of the Board of Directors of Selectica, Inc.
for the Annual Meeting of Stockholders to be held September 18, 2003

The undersigned holder of Common Stock, par value $0.0001, of Selectica, Inc. (the “Company”) hereby appoints Sanjay Mittel and Stephen Bennion or either of them, proxies for the undersigned, each with full power of substitution, to represent and to vote as specified in this Proxy all Common Stock of the Company that the undersigned stockholder would be entitled to vote if personally present at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, 18, 2003 at 1:00 p.m. local time, at Company’s headquarters 3 West Plumeria Drive, San Jose, California, and at any adjournments or postponements of the Annual Meeting. The undersigned stockholder hereby revokes any proxy or proxies heretofore executed for such matters.

This proxy, when properly executed, will be voted in the manner as directed herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS LISTED IN PROPOSAL NO. 1, FOR PROPOSAL 2, AND, IN THE DISCRETION OF THE PROXIES, AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. The undersigned stockholder may revoke this proxy at any time before it is voted by delivering to the Corporate Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date or by appearing at the Annual Meeting and voting in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTORS AND “FOR” PROPOSAL 2.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED RETURN ENVELOPE. If you receive more than one proxy card, please sign and return ALL cards in the enclosed envelope.

Nominees: John Fisher (for a term ending upon the 2006 Annual Meeting of Stockholders or until his successor is elected and qualified), and Mike Lyons (for a term ending upon the 2006 Annual Meeting of Stockholders or until his successor is elected and qualified).

To ratify the appointment of Ernst & Young, LLP as the Company’s independent accountants for the fiscal year ending March 31, 2004.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.

Please date and sign exactly as your name(s) is (are) shown on the share certificate(s) to which the Proxy applies. When shares are held as joint-tenants, both should sign. When signing as an executor, administrator, trustee, guardian, attorney-in fact or other fiduciary, please give full title as such. When signing as a corporation, please sign in full corporate name by President or other authorized officer. When signing as a partnership, please sign in partnership name by an authorized person.


[ ]		Preliminary Proxy Statement




[ x ]		Definitive Proxy Statement




[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))




[ ]		Definitive Additional Materials




[ ]		Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12


[ x ]	Fee not required.




[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.




		(1)	Title of each class of securities to which transaction applies:




		(2)	Aggregate number of securities to which transaction applies:




		(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




		(4)	Proposed maximum aggregate value of transaction:




		(5)	Total fee paid:




[ ]		Fee paid previously with preliminary materials.




[ ]		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




		(1)	Amount Previously Paid:




		(2)	Form, Schedule or Registration Statement No.:




		(3)	Filing Party:




		(4)	Date Filed:


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
PURPOSE OF MEETING
VOTING RIGHTS AND SOLICITATION OF PROXIES
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT ACCOUNTANTS
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMPENSATION COMMITTEE REPORT
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
STOCK PERFORMANCE GRAPH
EXECUTIVE COMPENSATION AND RELATED INFORMATION
OPTIONS GRANTED IN LAST FISCAL YEAR
FISCAL YEAR END OPTION VALUES
EMPLOYMENT AGREEMENTS, SEPARATION AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
FORM 10-K
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
OTHER MATTERS


			Positions and Offices
Director	Age		Held with the Company

Rajen Jaswa (2)		50	Director and Chairman of the Board
Thomas Neustaetter(1)(3)(4)		51	Director
Dr. Sanjay Mittal(1)		50	Director and Vice Chairman of the Board, Chief Executive Officer, President, Chief Technical Officer and Vice President of Engineering

Position

Stephen Bennion

Chief Financial Officer, Executive Vice President of Finance and Worldwide Professional Services and Secretary

Dr. S.S. Sundarajan

Executive Vice President of Indian Operations


	Sincerely,

	Sanjay Mittal
	President and Chief Executive Officer


			Positions and Offices
Nominees	Age		Held with the Company

John Fisher (1)(2)		44		Director
Michael Lyons(2)		61		Director


(1)	Member of Compensation Committee

(2)	Member of Audit Committee


(1)	Term ends in 2005

(2)	Term ends in 2004

(3)	Member of Compensation Committee

(4)	Member of Audit Committee



	Shares Beneficially Owned
	as of June 30, 2002(1)

Name and Address of Beneficial Owner	Number of Shares		Percentage of Class

Sanjay Mittal(2)		3,015,994		9.35	%
Rajen Jaswa(3)		1,630,037		5.05	%
Stephen Bennion(4)		421,832		1.31	%
David Batt(5)		150,000		*
John Fisher(6)		480,067		1.49	%
Michael Lyons(7)		119,162		*
Thomas Neustaetter(8)		1,201,351		3.72	%
All executive officers and directors as a group (7 persons)(9)		7,018,443		21.75	%

5% Shareholder
Baupost Group, L.L.C.		2,500,000		8.12	%
10 St. James Avenue Boston, MA 02116
Capital Guardian Trust Co.		2,670,700		8.68	%
333 South Hope St. Los Angeles, CA 90071
Dimensional Fund Advisors, Inc.		2,300,050		7.47	%
1299 Ocean Avenue Santa Monica, CA 90401


	Financial Information Systems Design and Implementation Fees


	Base Period
	March 10,		March 31,		March 31,		March 31,		March 31,
Company/Index	2000		2000		2001		2002		2003


SELECTICA, INC.	$	100	$	294.17	$	17.33	$	12.87	$	9.79
S&P APPLICATION SOFTWARE INDEX	$	100	$	110.79	$	39.20	$	33.26	$	16.82
NASDAQ US INDEX	$	100	$	98.09	$	48.61	$	39.44	$	29.03


									Long-Term
									Compensation
									Awards

									Securities
				Annual Compensation					Underlying		All Other
		Fiscal							Options		Compensation
Name and Principal Position		Year		Salary($)		Bonus($)			(#)		($)

Rajen Jaswa(1)			2003	$	97,973	$	15,625			7,500	$	305,871	(5)
	Former Chief Executive Officer and		2002		250,000		420,890			500,000		—
	Chairman of the Board		2001		231,250		116,786			—		—
Dr. Sanjay Mittal(2)			2003		256,250		15,625			500,000		—
	President, Chief Executive Officer and		2002		250,000		422,310			500,000		—
	Chief Technical Officer		2001		231,250		118,750			—		—
Stephen Bennion			2003		231,250		12,500			300,000		—
	Chief Financial Officer, Executive		2002		225,000		202,689			200,000		—
	Vice President of Finance and		2001		202,083		94,250			—		—
	Professional Services, Executive Vice President of Worldwide Professional Services and Secretary
Ashish Mathur(3)			2003		87,171		—			—		150,000	(5)
	Former Executive Vice President of		2002		225,000		184,439			250,000		—
	Worldwide Professional Services		2001		221,987		97,500			—		—
David Batt(4)			2003		126,266		49,054	(6)		—		168,750	(5)
	Former Executive Vice President of		2002		112,500		26,177	(6)		300,000		—
	Worldwide Sales		2001		—		—			—


(1)	Resigned as Chief Executive Officer on July 9, 2002.

(2)	Became President and Chief Executive Officer on July 9, 2002.

(3)	Resigned as Executive Vice President of Worldwide Professional Services on July 19, 2002.

(4)	Resigned as Executive Vice President of Worldwide Sales on October 8, 2002.

(5)	Represents severance.

(6)	Represents commissions.



	Individual Grants									Potential Realizable
										Value at Assumed
	Number of									Annual Rates of
	Securities		% of Total							Stock Price Appreciation
	Underlying		Options Granted			Exercise				for Option Term
	Options		to Employees in			Price		Expiration
Name	Granted(#)		Fiscal Year 2003			($/SH)		Date		5%($)		10%($)

Raj Jaswa		7,500		0.29	%	$	2.40		8/13/12	$	16,037	$	40,640
Sanjay Mittal		500,000		19.06	%		2.56		12/10/12		804,985		2,039,990
Stephen Bennion		300,000		11.44	%		2.56		12/10/12		482,991		1,223,994
Ashish Mathur		—		—			—		—		—		—
David Batt		—		—			—		—		—		—


	Audit Fees


	All Other Fees



	Number of Securities				Value of Unexercised
	Underlying Unexercised				In-The-Money Options
	Options at Fiscal Year-End(#)				at Fiscal Year-End($)(1)

Name	Exercisable		Unexercisable		Exercisable		Unexercisable

Raj Jaswa		406,250		101,250	$	1,194,375	$	297,675
Sanjay Mittal		447,916		552,084		1,316,873		1,623,127
Stephen Bennion		95,833		133,333		281,749		391,999
Ashish Mathur		250,000		20,834		735,000		61,252
David Batt		150,000		—		441,000		—


PROXY		SELECTICA, INC		PROXY


(1)	Based on the fair market value of the Company’s Common Stock on March 31, 2003 ($2.94 per share), which is the closing price on March 31, 2003 on the Nasdaq Stock Market.


FOR o	WITHHELD o	For all nominees, except for nominees written below.

		Nominee exception(s).


		The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

		Signature:__________________________
		Signature (if held jointly):_________________________
		Date: , 2003