As filed with the Securities and Exchange Commission on April 17, 2000
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROADVISION, INC.
(Exact name of registrant as specified in its charter)
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Delaware 94-3184303
(State of Incorporation) (I.R.S. Employer Identification No.)
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585 Broadway, Redwood City, CA 94063
(Address of principal executive offices)
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Equity Incentive Plan
1996 Employee Stock Purchase Plan
Options Granted Outside of Equity Incentive Plan
2000 Non-Officer Equity Incentive Plan
Options assumed under the following Interleaf Inc. plans:
1993 Stock Option Plan
1993 Director Stock Option Plan
1994 Employee Stock Option Plan
1997 Key Man Stock Option Plan and Agreement
1998 Key Man Stock Option Plan and Agreement
(Full title of the plans)
Pehong Chen
President and Chief Executive Officer
BroadVision, Inc.
585 Broadway
Redwood City, California 94063
(650) 261-5100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Kenneth L. Guernsey, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
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CALCULATION OF REGISTRATION FEE
========================== ====================== ========================= ========================== =========================
Proposed Maximum Proposed Maximum Amount of Registration
Title of Securities to Amount to be Offering Price Per Aggregate Offering Price Fee
be Registered Registered Share (1) (1)
- -------------------------- ---------------------- ------------------------- -------------------------- -------------------------
Stock Options and Common 45,757,122 $1.89 - $33.26 $809,802,646 $213,788
Stock (par value $.001)
========================== ====================== ========================= ========================== =========================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended (the "Act"). The offering price per share and aggregate
offering price are based upon (a) the weighted average exercise price for shares
subject to outstanding options granted under (i) BroadVision, Inc. ("Registrant"
or "Company") Equity Incentive Plan (the "Incentive Plan"), (ii) the Company's
outside plan grants, (iii) the Company's 2000 Non-Officer Equity Incentive Plan
(the "2000 Non-Officer , (iv) Interleaf, Inc. ("Interleaf") 1993 Stock Option
Plan (the "1993 Plan"), (v) Interleaf 1993 Director Stock Option Plan (the "1993
Director Plan"), (vi) Interleaf 1994 Employee Stock Option Plan (the "1994
Plan"); (vii) Interleaf 1997 Key Man Stock Option Plan and Agreement (the "1997
Plan") and (viii) Interleaf 1998 Key Man Stock Option Plan and Agreement
(pursuant to Rule 457(h) under the Act) or (b) the average of the high and low
prices of Registrant's Common Stock as reported on the Nasdaq National Market on
April 10, 2000, for (i) shares reserved for future grant pursuant to the
Incentive Plan and (ii) shares issuable pursuant to the Company's 1996 Employee
Stock Purchase Plan (pursuant to Rule 457(c) under the Act). The following chart
illustrates the calculation of the registration fee:
</FN>
======================================================= ====================== ======================== ========================
Title of Shares Number of Shares Offering Price Per Aggregate Offering
Share Price
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to outstanding stock options 15,589,938 $16.54(1)(a) $257,916,174
under the Equity Incentive Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares reserved for future issuance pursuant to 1,510,062 $33.26(1)(b) $50,244,662
Equity Incentive Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to the 1996 Employee Stock 2,700,000 $33.26(1)(b) $89,802,000
Purchase Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to options granted outside 17,604,270 $11.20(1)(a) $197,109,891
of Equity Incentive Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares reserved for future issuance pursuant to 2000 6,000,000 $33.26(1)(b) $199,560,000
Non-Officer Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to outstanding stock options 1,677,211 $7.96(1)(a) $13,344,236
under the Interleaf 1993 Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to outstanding stock options 113,739 $6.74(1)(a) $766,389
under the Interleaf 1993 Director Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to outstanding stock options 244,037 $1.95(1)(a) $476,173
under the Interleaf 1994 Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to outstanding stock options 251,213 $1.89(1)(a) $475,818
under the Interleaf 1997 Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Shares issuable pursuant to outstanding stock options 56,652 $1.89(1)(a) $107,303
under the Interleaf 1998 Plan
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Proposed Maximum Aggregate Offering Price
- ------------------------------------------------------- ---------------------- ------------------------ ------------------------
Registration Fee $213,788
======================================================= ====================== ======================== ========================
2
In February 1999, the Board approved an amendment to the Equity
Incentive Plan (the "Incentive Plan"), approved by the stockholders in May 1999,
to increase the number of shares authorized for issuance under the Incentive
Plan from a total of 53,775,000 to 61,875,000 shares and an amendment to the
1996 Employee Stock Purchase Plan (the "Purchase Plan"), approved by the
stockholders in May 1999, to increase the number of shares authorized for
issuance under the Purchase Plan from a total of 7,200,000 to 9,900,000 shares.
In August 1999 the Board made changes to the Incentive Plan, approved
by the stockholders September 1999, in response to the requirements of Code
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
made conforming changes to the Incentive Plan in accordance with Rule 16b-3
under the Securities Exchange Act of 1934, as amended and approved an increase
in the Incentive Plan from a total of 61,875,000 shares to 70,875,000 shares.
All numbers reflect the 3-for-1 stock dividend declared September 10,
1999 and distributed on October 25, 1999 and the 3-for-1 stock dividend declared
February 21, 2000 and distributed on March 13, 2000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by BroadVision, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) The Company's quarterly reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 1999;
(c) The Company's Current Reports on Form 8-K dated December 27, 1999,
January 31, 2000 and March 1, 2000; and
(d) The description of the Company's Common Stock contained in the Company's
Registration Statement filed with the Commission on April 19, 1996,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered hereby
will be passed upon for the Registrant by Cooley Godward LLP, Palo Alto,
California. Kenneth L. Guernsey, a partner at Cooley Godward LLP, is a director
of the Registrant. As of the date of this prospectus, certain members and
associates of Cooley Godward LLP beneficially own an aggregate of 12,363 shares
of our common stock.
3
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its directors, officers, employees and other agents in
terms sufficiently broad to permit indemnification (including reimbursement for
expenses) under certain circumstances for liabilities arising under the
Securities Act of 1933, as amended (the "Act"). The Company's Bylaws contain
provisions covering indemnification of directors, officers and other agents
against certain liabilities and expenses incurred as a result of proceedings
involving such persons in their capacities as directors, officers, employees or
agents, including proceedings under the Act or the Securities Exchange Act of
1934.
The Company's Bylaws provide for the indemnification of directors to
the fullest extent not prohibited by the Delaware General Corporation Law and
authorize the indemnification by the Company of officers, employees and other
agents as set forth in the Delaware General Corporation Law. The Company has
entered into indemnification agreements with each of the Company's directors.
The form of indemnification agreement provides that the Company will indemnify
against expenses and losses incurred for claims brought against them by reason
of their status as a director, to the fullest extent permitted by the Company's
Bylaws and Delaware law.
In addition, the Company maintains directors' and officers' liability
insurance.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
23.3 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 Equity Incentive Plan, as amended. (i)
99.2 1996 Employee Stock Purchase Plan, as amended. (ii)
99.3 Form of Nonstatutory Stock Option Agreement Granted Outside of the Equity
Incentive Plan.
99.4 2000 Non-Officer Equity Incentive Plan.
99.5 Interleaf, Inc. 1993 Stock Option Plan. (iii)
99.6 Interleaf, Inc. 1993 Director Stock Option Plan. (iv)
99.7 Interleaf, Inc. 1994 Employee stock Option Plan. (v)
99.8 Interleaf, Inc. 1997 Key Man Stock Option Plan and Agreement. (vi)
99.9 Interleaf, Inc. 1998 Key Man Stock Option Plan and Agreement. (iv)
4
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(i) Incorporated herein by reference is the applicable Exhibit to the
Company's Proxy Statement filed on September 13, 1999, File Number
0-28252.
(ii) Incorporated herein by reference is the applicable Exhibit to the
Company's Proxy Statement filed on April 12, 1999, File Number 0-28252.
(iii) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Annual Report on Form 10-K for the year ended March
31, 1995, File Number 0-14713.
(iv) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Annual Report on Form 10-K for the year ended March
31, 1994, File Number 0-14713.
(v) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1996, File Number 0-14713.
(vi) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Registration on Form S-8, filed June 5, 1998, File
Number 333-77907.
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss. 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) Toinclude any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities
5
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redwood City, State of California, on
_______________, 2000.
BROADVISION, INC.
By: __________________________________
Randall C. Bolten
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Pehong Chen and Randall C. Bolten, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
President, Chief Executive Officer and __________, 2000
- -------------------------------------------- Director (Principal Executive Officer)
Pehong Chen
Vice President Operations, and Chief __________, 2000
- -------------------------------------------- Financial Officer (Principal Financial
Randall C. Bolten and Accounting Officer)
Director __________, 2000
- --------------------------------------------
David L. Anderson
Director __________, 2000
- --------------------------------------------
Yogen K. Dalal
Director __________, 2000
- --------------------------------------------
Koh Boon Hwee
Director __________, 2000
- --------------------------------------------
Carl Pascarella
Director __________, 2000
- --------------------------------------------
Todd A. Garrett
Director __________, 2000
- --------------------------------------------
Klaus Luft
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EXHIBIT INDEX
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
23.3 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 Equity Incentive Plan, as amended. (i)
99.2 1996 Employee Stock Purchase Plan, as amended. (ii)
99.3 Form of Nonstatutory Stock Option Agreement Granted Outside of the
Equity Incentive Plan.
99.4 2000 Non-Officer Equity Incentive Plan.
99.5 Interleaf, Inc. 1993 Stock Option Plan. (iii)
99.6 Interleaf, Inc. 1993 Director Stock Option Plan. (iv)
99.7 Interleaf, Inc. 1994 Employee stock Option Plan. (v)
99.8 Interleaf, Inc. 1997 Key Man Stock Option Plan and Agreement. (vi)
99.9 Interleaf, Inc. 1998 Key Man Stock Option Plan and Agreement. (iv)
- ------------------------------
(i) Incorporated herein by reference is the applicable Exhibit to the
Company's Proxy Statement filed on September 13, 1999, File Number
0-28252.
(ii) Incorporated herein by reference is the applicable Exhibit to the
Company's Proxy Statement filed on April 12, 1999, File Number 0-28252.
(iii) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Annual Report on Form 10-K for the year ended March
31, 1995, File Number 0-14713.
(iv) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Annual Report on Form 10-K for the year ended March
31, 1994, File Number 0-14713.
(v) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1996, File Number 0-14713.
(vi) Incorporated herein by reference is the applicable Exhibit to
Interleaf, Inc.'s Registration on Form S-8, filed June 5, 1998, File
Number 333-77907.
9