Sumtotal to Acquire Pathlore

August 4, 2005

A live audio webcast will be available to investors and the public from SumTotal’s website at In addition to the webcast, a telephone replay will be available on Wednesday, August 3, 2005, beginning at approximately 5:00 P.M. (Pacific) through the close of business on Wednesday, August 10. The replay can be accessed by dialing the U.S. toll-free number: 1-800-207-7077, access code: 4153. The international dial-in number is +1-913-383-5767, access code: 4153.

You are cautioned that the time and/or manner of the webcast may change for technical and or administrative reasons outside of SumTotal Systems’ control.

About SumTotal Systems, Inc.
SumTotal Systems Inc. (NASDAQ: SUMTE) is the largest provider of learning and business performance technologies and services. SumTotal deploys mission-critical solutions that align learning with organizational and business goals to generate significant bottom-line results. With more than 12 million users worldwide, SumTotal has helped accelerate performance and profits for nearly 700 of the world’s best-known companies and government agencies, including US Army, Air Force, Navy and Coast Guard, Microsoft, United Airlines, Vodafone, Aetna, Accenture, Cendant, Harley-Davidson, Wyeth, Wachovia and D&B. SumTotal has offices throughout the US, in London, Paris, Heidelberg, Sydney, Tokyo and Hyderabad, India. For more information about SumTotal’s products and services, visit

About Pathlore Software Corporation
Pathlore Software Corporation provides the most widely adopted learning management solution in the world. Millions of users and over 1,000 organizations rely on Pathlore’s learning-management offerings to drive business performance. Whether your company’s success depends on developing and retaining employees, getting sales channels up to speed quickly on new products, increasing quality and customer satisfaction, or reducing the costs associated with regulatory compliance, Pathlore learning management solutions ensure that you achieve the maximum return on your investment in people. Pathlore clients include DaimlerChrysler, Delta Air Lines, Novartis, PNC Bank, U.S. Bancorp, four of America’s top 10 hospitals (as ranked by U.S. News & World Report in 2004) and government agencies on three continents. For more information, go to

Pathlore is a registered trademark of Pathlore Software Corporation. All other registered and unregistered trademarks and trade names are the property of their respective owners.


This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding the expected financial performance of SumTotal Systems following the consummation of the acquisition, SumTotal’s ability to achieve the expected expense synergies as a result of the acquisition, including without limitation, projected revenue, profitability and cash flow, the strengthening of SumTotal’s position in the learning performance and business management market as a result of the acquisition, and the expected timing for closing the acquisition in the third quarter of 2005. Such statements are just predictions and involve risks and uncertainties such that actual results and performance may differ materially. Factors that might cause such a difference include the failure to (1) receive approval from Pathlore shareholders for the acquisition, (2) timely achieve the projected synergies so that the financial projections will be met, (3) be issued a permit from the Commissioner of Corporations for the State of California so that the issuance of SumTotal Systems common stock in the Merger will be exempt from registration under the Securities Act of 1933, (4) successfully integrate Pathlore and its employees into SumTotal and achieve expected synergies, (5) accurately forecast the acquisition related restructuring costs and allocation of the purchase price to in process research and development, goodwill and other intangibles acquisition related inventory and other asset adjustments, (6) retain legacy Pathlore customers, (7) compete successfully in this highly competitive and rapidly changing marketplace, and (8) retain key employees. In addition, there is no assurance that SumTotal will be able to consummate a credit facility on favorable terms, or at all. These and other risks are detailed from time to time in SumTotal’s periodic reports that are filed with the Securities and Exchange Commission, including SumTotal’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2005. SumTotal Systems assumes no obligation to update the information in this press release or in the accompanying conference call.

Additional Information And Where To Find It
SumTotal Systems, Inc. filed a Form 8-K on August 3, 2005. Investors and security holders are urged to read this filing. Investors and security holders may obtain free copies of this document and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by SumTotal by contacting SumTotal Investor Relations at (650) 934-9525.