NETM Netmanage (MM)

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This Amendment No. 1 to Schedule 13D is jointly filed by and on behalf of each reporting person to amend the Schedule 13D relating to the common stock of the issuer filed November 21, 2007 by such person with the Commission.  This Amendment No. 1 to Schedule 13D is filed to disclose a material decrease in the percentage of the common stock that may be deemed to be beneficially owned by each reporting person.  Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D.  Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

“ Reporting Persons: Versata Enterprises, Inc.; Trilogy, Inc.; and Joseph A. Liemandt

The name of each person filing this statement and the place of organization or citizenship of such person is stated in Items 1 and 6 on the cover page(s) hereto.  The principal business of Versata Enterprises, Inc. is providing enterprise software products and services.  Versata is a wholly owned subsidiary of Trilogy, Inc.  Trilogy may be deemed to control Versata and beneficially own securities owned by Versata.  The principal business of Trilogy is providing technology-powered business services.  Joseph A. Liemandt is an officer and a director of Versata and the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy and may be deemed to control each of Versata and Trilogy.  Mr. Liemandt may be deemed to beneficially own securities owned by each of Versata and Trilogy.  Each of Mr. Liemandt and Diane Liemandt-Reimann, a director of Trilogy and the mother of Mr. Liemandt, own limited partnership interests in a limited partnership that may be deemed to be controlled by Charles I. Frumberg, a director of Trilogy.  The present principal occupation of Mr. Liemandt is serving as the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy.  The address of the principal office or business address of each reporting person is 6011 West Courtyard Dr., Suite 300, Austin, Texas  78730.  During the last five years, no reporting person has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.

Other Persons

Charles I. Frumberg, a director of Trilogy, is the managing member of the investment manager of  Emancipation Capital Master, Ltd. (“Emancipation Capital”).  According to information furnished by Emancipation Capital and Mr. Frumberg, each of Emancipation Capital and Mr. Frumberg may be deemed to (i) share power to vote or to direct the vote as to, (ii) share power to dispose or to direct the disposition of, and (iii) beneficially own, in each case, 456,449 shares (or 4.8%) of the common stock of the issuer.  Emancipation Capital and Mr. Frumberg disclaim beneficial ownership of securities owned by the reporting persons and disclaim membership in a group with the reporting persons.

The information with respect to Emancipation Capital and Mr. Frumberg is disclosed herein because Instruction C of Schedule 13D requires information to be given with respect to each director of Trilogy.  If any reporting person is deemed to be a member of a group with Emancipation Capital or Mr. Frumberg with respect to the issuer or securities of the issuer, each reporting person may be deemed to (i) share power to vote or to direct the vote as to, (ii) share power to dispose or to direct the disposition of, and (iii) beneficially own, in each case, 700,769 shares (or 7.3%) of the common stock of the issuer.  However, each reporting person disclaims beneficial ownership of securities owned by Emancipation Capital or Mr. Frumberg and disclaims membership in a group with Emancipation Capital or Mr. Frumberg. 

In determining information with respect to Emancipation Capital and Mr. Frumberg, each reporting person has relied upon information set forth in filings with the Commission by Emancipation Capital and Mr. Frumberg or other information which such reporting person knows or has reason to know.  No reporting person knows or has reason to believe that the information herein concerning any other person is inaccurate or is responsible for the completeness or accuracy of such information.

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The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein.  The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.”

“(c)         Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the reporting persons are described below.

(1)           Excludes commission of $0.05 per share.

Except as otherwise described herein, no transactions in the common stock of the issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any reporting person.”

Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety as follows:

“Each reporting person ceased to be the beneficial owner of more than five percent of the common stock of the issuer on December 12, 2007.”

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SIGNATURE

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

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EXHIBIT INDEX

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