SumTotal Systems Announces Filing of Shelf Registration Statement for Maximum Aggregate of $75 Million

Mountain View, Calif. – June 1, 2006 – SumTotal Systems, Inc. (Nasdaq: SUMT) has filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission. When declared effective, the registration statement will allow SumTotal the flexibility to issue securities, which may consist of common stock, preferred stock, warrants, debt securities or any combination thereof, in one or more future offerings up to a maximum aggregate offering price of $75 million.

A prospectus supplement will describe the terms of any particular offering made under the universal shelf registration statement. Unless otherwise indicated in a prospectus supplement, the net proceeds from the sale of securities offered by SumTotal under the prospectus will be used for general corporate purposes and working capital requirements. SumTotal may also use all or a portion of the net proceeds to fund possible investments in, and acquisitions of, companies, businesses, partnerships, minority investments, products or technologies. Currently, there are no commitments or agreements regarding such acquisitions or investments. The Mountain View, Calif.-based company may also use a portion of the net proceeds to repay or prepay indebtedness under its credit facility with Wells Fargo Foothill, Inc. entered into in connection with SumTotal’s acquisition of Pathlore Software Corporation.

SumTotal has filed a registration statement relating to these securities with the Securities and Exchange Commission, but it has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. A written prospectus for the offering that meets the requirements of Section 10 of the Securities Act may be obtained from www.sec.gov, from SumTotal’s website or by contacting Lisa Laymon, SumTotal Systems, Inc., 1808 N. Shoreline Boulevard, Mountain View, CA 94043.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, such securities, nor shall there be any sale of such securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable law.

About SumTotal Systems, Inc.

SumTotal Systems (NASDAQ: SUMT) is the largest provider of talent, learning and business performance technologies and services. SumTotal deploys mission-critical solutions that align talent and knowledge with business goals to spur bottom-line results. With more than 17 million users worldwide, SumTotal has helped accelerate performance and profits for more than 1,500 of the world’s best-known companies and government agencies including Accenture, Aetna, Cendant, DaimlerChrysler, Delta Air Lines, Harley-Davidson, Microsoft, Novartis, PNC Bank, U.S. Army, U.S. Air Force, U.S. Navy, U.S. Coast Guard, U.S. Bancorp, United Airlines, Vodafone, Wachovia and Wyeth. SumTotal has offices throughout the United States, in London, Paris, Singapore, Sydney, Tokyo, Hong Kong and Hyderabad, India. For more information about SumTotal's products and services, visit www.sumtotalsystems.com.

Safe Harbor Statement/ Forward-Looking Statements
Statements about the SumTotal’s future expectations and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and the company's actual results could differ materially from expected results. There can be no assurance that the registration statement will be declared effective by the Securities and Exchange Commission on a timely basis, or at all, or that, if and when declared effective, SumTotal will sell any of the securities registered under the registration statement. The company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances.