UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30 29, 2005

Intellisync Corporation

(Exact name of registrant as specified in its charter)

0-21709

Delaware

0-21709

77-0349154

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

(Commission File Number)

Delaware		77-0349154
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

2550 North First Street, San Jose, California 95131

(Address of principal executive offices, including zip code)

(408) 321-7650

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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

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

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

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

~~The~~On ~~information~~August in29, ~~this~~2005, ~~Form~~the ~~8-K~~registrant ~~including~~entered ~~the~~into ~~accompanying~~a ~~exhibit,~~severance ~~shall not~~agreement beand ~~deemed~~mutual release (the “~~filed~~Agreement”) ~~for~~with ~~purposes~~its ofChief ~~Section~~Strategy 18Officer, Steve Goldberg, in connection with Mr. Goldberg’s resignation from employment by the Company effective August 31, 2005. Pursuant to the terms of the ~~Securities~~Agreement, ~~Exchange~~Mr. ~~Act~~Goldberg will receive, among other items, a lump sum payment of ~~1934~~$120,000, astwelve ~~amended~~months ~~(the~~of ~~”Exchange~~accelerated ~~Act~~vesting of his options to purchase registrant’s common stock (“options”), orthe ~~incorporated~~right byto ~~reference~~exercise inhis ~~any~~vested ~~filing~~options ~~under~~until ~~the~~six ~~Securities~~months ~~Act~~following his termination date and six months of ~~1933,~~COBRA aspremiums ~~amended~~paid (by the registrant. The Agreement includes a general mutual release by registrant and Mr. Goldberg and a non-solicitation agreement by Mr. Goldberg for twelve months following the effective date ~~”Securities~~of ~~Act”),~~the orAgreement. Mr. Goldberg has seven days following his execution of the ~~Exchange~~Agreement ~~Act,~~to ~~except~~revoke asthe ~~shall~~Agreement bepursuant ~~expressly~~to ~~set~~the ~~forth~~terms byof ~~specific~~the ~~reference~~Age Discrimination in ~~such~~Employment aAct ~~filing~~of 1967.

On August 30, 2005, Intellisync Corporation. issued a press release of its financial results for the fiscal quarter ended July 31, 2005. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

The press release contains a reference to non-GAAP financial measures such as income or loss, on a total and per share basis. A “non-GAAP” financial measure is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the company’s financial statements. Non-GAAP income or loss is used by investors and analysts as an alternative to GAAP measures when evaluating the Company’s performance in comparison to other companies. The Company’s management believes that the presentation of non-GAAP income or loss, excluding amortization of purchased technology, in-process research and development, amortization of other intangible assets, non-cash stock compensation and non-recurring charges, provides useful information regarding the Company’s financial performance and earnings potential by calculating and quantifying the effect of certain charges on income or loss per share calculated in accordance with GAAP and gives investors and analysts insight into the profitability of the Company’s operating business. Management also believes that the presentation of the non-GAAP financial measure is consistent with its past practice, as well as industry practice in general, and will enable investors and analysts to compare current non-GAAP measures with non-GAAP measures presented in prior periods.

The attached press release contains a condensed consolidated statements of operations reconciling non-GAAP income or loss used by the Company to the comparable GAAP measure. The non-GAAP financial measures used by the Company in the attached press release may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number				Exhibit Title
99.1		1		Press Release of Intellisync Corporation dated August 30, 2005, (earnings results for the fourth fiscal quarter of 2005).

1 Filed herewith.

SIGNATURES

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

Date: August 30, 2005	INTELLISYNC CORPORATION
Date: September 2, 2005	INTELLISYNC CORPORATION
	By:	/s/ J. KEITH KITCHEN
		J. Keith Kitchen
		J. Keith Kitchen Chief Financial Officer (Principal Financial and Accounting Officer)
		Chief Financial Officer (Principal Financial and Accounting Officer)

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