UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~April 1928, ~~2007~~2008

Intraware, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-25249	68-0389976
(State of other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

25 Orinda Way
Orinda, California 94563

(Address of principal executive offices including zip code)

(925) 253-4500

(Registrant's telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~ Item 5.02 Departure —of ~~Corporate~~Directors ~~Governance~~or ~~and~~Certain ~~Management~~ Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item 5.02 Departure~~2008 ofNamed ~~Directors~~Executive orOfficer ~~Certain~~Bonus ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~ Payments

On ~~(d) Effective~~April ~~June 25~~28, ~~2007~~2008, the ~~Board~~Compensation ~~appointed~~Committee ~~Alexander~~(the H."Committee") ~~Danzberger, Jr. to serve as a Class III Director~~ of the Board. ~~Mr. Danzberger will stand for election as a Class III Director at the Company's 2007 annual meeting~~ of ~~stockholders.~~Directors ~~Mr.~~of ~~Danzberger currently serves as Vice President - Corporate Development for Digital River~~Intraware, Inc. (~~"Digital~~the ~~River~~"Company") ~~and~~approved ~~is responsible~~bonus ~~for~~payments ~~leading~~under ~~Digital~~the ~~River~~Company's ~~acquisition~~2008 ~~efforts. During~~Performance ~~his~~Bonus ~~tenure,~~Plan ~~Digital~~for ~~River~~certain ~~has~~of ~~expanded~~ its ~~European~~ ~~presence,~~named ~~assembled~~executive ~~the core technology platforms for Digital River's marketStudio™ , OneNetwork Direct™ and marketForce™ service offerings and entered into new vertical markets~~officers. ~~Prior~~ toThe ~~this~~bonus ~~role,~~amounts hewere ~~held~~based ~~the position of Vice President - Software Distribution & Commerce Services and had responsibility~~ primarily ~~for~~on ~~Digital River's customer service operations. Prior to joining Digital River, Mr. Danzberger held various leadership roles at Honeywell International, Inc., which included being~~ the ~~General~~achievement ~~Manager~~of ~~for~~specific ~~Honeywell's~~corporate ~~Asia~~and ~~Pacific~~individual ~~Shared Services organization, Director for Honeywell's~~performance ~~China~~targets ~~Area~~during ~~operations~~fiscal ~~and~~year ~~Assistant Treasurer~~2008. He The ~~began~~following ~~his~~table ~~career~~sets atforth ~~Chase Manhattan Bank and held positions with~~ the ~~Global~~ ~~Investment~~approved ~~Bank~~bonus ~~in both New York and Chicago.~~amounts:

InNamed ~~connection~~Executive ~~with his appointment as a Class III Director of the Board, Mr. Danzberger entered into the Company's standard form of indemnification agreement.~~Officer

The Board appointed Mr. Danzberger in accordance with the Company's November 9, 2005 Series B Preferred Stock Purchase Agreement with Digital River. Under that agreement, and upon the Company's entering into a strategic alliance agreement with Digital River on June 22, 2006, Digital River became entitled to have the Company's Board of Directors appoint or nominate, as applicable, a representative to a seat on the Company's Board. Digital River will continue to have these rights so long as it owns ten percent or more of the Company's outstanding common stock (on an as-converted to common stock basis).Position

Bonus (e) On June 19, 2007, the Compensation Committee of the Board recommended that the Board approve the amendment and restatement of the Change of Control Severance Agreements previously entered into with each of Peter H. Jackson and Wendy A. Nieto and the entry into a Change of Control Severance Agreement with Justin M. Benson. Effective June 25, 2007, the Board approved these agreements. Pursuant to these agreements, in the event that any of these executives are terminated without "cause" or are deemed terminated through an "involuntary termination" within the period commencing on the Company's public announcement of a proposed change of control and continuing until the earlier of the twelve (12) month period following the consummation of the change of control or the Company's public announcement that the proposed change of control will not occur, such executive will be entitled to receive the following benefits:Amount

~~Mr.~~Peter Jackson ~~will be entitled to receive:~~

APresident ~~lump~~and ~~sum~~Chief ~~payment~~Executive ~~equal to one hundred percent (100%) of his annual base salary plus one hundred percent (100%) of his target bonus award (if any);~~ Officer

~~Continuation of certain of his employee benefits for a period of up to one (1) year following termination; and~~ $150,000

~~Full~~Wendy ~~vesting acceleration of all equity incentive awards held by him at the time of termination.~~ Nieto

~~Each~~Executive ofVice ~~Ms.~~President ~~Nieto~~ and ~~Mr.~~Chief ~~Benson~~Financial ~~will be entitled to receive:~~ Officer

~~A lump sum payment equal to fifty percent (50%) of such executive's annual base salary plus fifty percent (50%) of such executive's target bonus award (if any);~~ $78,750

~~Continuation~~2009 ofPerformance ~~certain~~Bonus ~~of such executive's employee benefits for a period of up to six (6) months following termination; and~~ Plan

~~Full~~On ~~vesting~~April ~~acceleration~~28, of2008, ~~all~~the ~~equity~~Committee ~~incentive~~also ~~awards~~approved ~~held~~performance bytargets ~~such~~and ~~executive~~a atbonus formula under a 2009 Performance Bonus Plan (the ~~time~~"Plan"). The performance targets and the formula will be used to calculate any quarterly bonus awards earned during fiscal year 2009 for Peter Jackson, President and Chief Executive Officer; Justin Benson, Senior Vice President of ~~termination.~~Business Development, Sales & Marketing; and Wendy Nieto, Executive Vice President and Chief Financial Officer.

InThe ~~addition~~maximum available annual payout under the Plan to Mr. Jackson is $186,000, which is based on 124% achievement of performance targets in each quarter of fiscal year 2009. At 100% achievement of performance targets in each quarter, Mr. Jackson's ~~Benson~~annual bonus payout will ~~receive~~be ~~fifty~~$150,000. ~~percent~~The ~~(50~~maximum available annual payout under the Plan to Mr. Benson is $124,000, which is based on 124%) achievement of ~~his~~performance ~~annualized~~targets ~~commissions~~in each quarter of fiscal year 2009. At 100% achievement of performance targets in each quarter, Mr. Benson's annual bonus payout will be $100,000. The maximum available annual payout under the Plan to Ms. Nieto is $94,500, which is based on 120% achievement of performance targets in each quarter of fiscal year 2009. At 100% achievement of ~~the~~performance ~~commissions~~targets hein ~~earns~~each ~~during~~quarter, ~~the~~Ms. ~~six~~Nieto's ~~(6)~~annual ~~months~~bonus ~~immediately~~payout ~~preceding~~will ~~the~~be ~~termination~~$78,750.

~~All~~The ~~payments~~performance ~~are~~targets ~~less~~relate ~~applicable~~to ~~taxes~~the Company's revenue, Non-GAAP Earnings and zAthlete membership metrics.

The actual bonuses paid (if any) will vary depending on the extent to which actual performance meets, exceeds or fails to meet the targets described above. In addition, the Committee retains discretion to amend the performance targets and to reduce or increase the amount of the bonus that otherwise would be payable under the Plan based on actual performance.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~June~~April 2629, ~~2007~~2008 INTRAWARE, INC.

By: /s/ Wendy A. Nieto Wendy A. Nieto ~~Executive Vice President and~~ Chief Financial Officer

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