BRUCE G. VANYO, State Bar # 060134
JEROME F. BIRN, JR., State Bar # 128561
IGNACIO E. SALCEDA, State Bar # 164017
TRACY L. TOSH, State Bar #184666
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (415) 493-9300

Attorneys for Defendants
NETMANAGE, INC., ZVI ALON, WALTER
AMARAL, UZIA GALIL, JOHN BOSCH
ROBERT WILLIAMS and RICHARD KORETZ


UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA


WALTER W. HEAD, III, GREGORY
SELMANSON, DOMINIC CASTALDO,
LEILA WALDMAN and JOHN VELONIS,
JR., On Behalf of Themselves and All Others
Similarly Situated,

                      Plaintiffs,

           v.

NETMANAGE, INC., ZVI ALON, WALTER
AMARAL, UZIA GALIL, JOHN BOSCH,
AMATZIA BEN-ARTZI, ROBERT
WILLIAMS, RICHARD KORETZ and DAN
GEISLER,



                      Defendants.

______________________________________

) 
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)

CASE NO.: C-97-20061-JW
[filed Oct. 15, 1997]

DECLARATION OF
IGNACIO E. SALCEDA IN
SUPPORT OF DEFENDANTS'
MOTION TO DISMISS
AMENDED COMPLAINT





Date: December 22, 1997
Time: 9:00 a.m.
Before: The Hon. James Ware


I, Ignacio E. Salceda, declare as follows:

1. I am associated with the firm of Wilson Sonsini Goodrich & Rosati, counsel of record for defendants NetManage, Inc., Zvi Alon, Walter Amaral, Uzia Galil, John Bosch, Robert Williams and Richard Koretz. I make this Declaration in support of these defendants' motion to dismiss, set to be heard by this Court on December 22, 1997. I have personal knowledge of the facts set forth herein, and if called to testify, could and would testify competently thereto.

2. Attached hereto as Exhibit A is a true and correct copy of the House of Representatives Conference Report No. 104-369 (1995).

3. Attached hereto as Exhibit B is a true and correct copy of Amendment No. 1485, S. 240, 104th Congress, 1st Session (1995).

4. Attached hereto as Exhibit C is a true and correct copy of H.R. Doc. No. 104-150, 104th Cong., 1st Sess. (1995).

5. Attached hereto as Exhibit D is a true and correct copy of the court's opinion in Howard Gunty Profit Sharing v. Quantum Corp., No. 96-20711 SW, 1997 WL 514993 (N.D. Cal. Aug. 14, 1997).

6. Attached hereto as Exhibit E is a true and correct copy of NetManage's Annual Report to Shareholders for fiscal year ended December 31, 1994.

7. Attached hereto as Exhibit F is a true and correct copy of NetManage's Annual Report to Shareholders for fiscal year ended December 31, 1995.

8. Attached hereto as Exhibit G is a true and correct copy of the court's opinion in Stack v. Lobo, No. 95-20049 SW, 1995 WL 241448 (N.D. Cal. Apr. 20, 1995).

9. Attached hereto as Exhibit H is a true and correct copy of NetManage's Form 10-K for fiscal year ended December 31, 1994.

10. Attached hereto as Exhibit I is a true and correct copy of NetManage's Form 10-K for fiscal year ended December 31, 1995.

11. Attached hereto as Exhibit J is a true and correct copy of the court's opinion in In re Oak Technology Sec. Litig., No. 96-20552 SW, 1997 WL 448168 (N.D. Cal. Aug. 1, 1997).

12. Attached hereto as Exhibit K is a true and correct copy of the court's opinion in Weisel v. Kennedy, No. C-95-4472 THE (N.D. Cal. Nov. 12, 1996).

13. Attached hereto as Exhibit L is a true and correct copy of NetManage's Proxy Statement dated, April 5, 1995.

14. Attached hereto as Exhibit M is a true and correct copy of NetManage's Proxy Statement dated, April 12, 1996.

15. Attached hereto as Exhibit N is a true and correct copy of the court's opinion in In re Valence Technology Sec. Litig., No. C-95-20459 JW, 1996 WL 67326 (N.D. Cal. Feb. 13, 1996).

16. Attached hereto as Exhibit O is a true and correct copy of the court's opinion in Voit v. Wonderware Corp., No. 96-, 1997 U.S. Dist. LEXIS 13856 (E. D. Pa. Sept. 8, 1997).

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct to the best of my information and belief. This declaration is executed on October 15, 1997 at Palo Alto, California.

____________________________________
Ignacio E. Salceda



17 Oct 1997
Source: file emailed to epost@securities.stanford.edu from Wilson Sonsini Goodrich & Rosati