SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2000
BROADVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3184303
(State of jurisdiction) (IRS Employer Identification No.)
0-28252
(Commission File No.)
585 Broadway
Redwood City, CA 94063
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 261-5100
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On April 14, 2000, BroadVision, Inc. ("BroadVision") completed an
acquisition in which it acquired Interleaf, Inc. ("Interleaf") in a
stock-for-stock transaction. Interleaf was acquired pursuant to an Agreement and
Plan of Merger and Reorganization, dated as of January 26, 2000 (the "Merger
Agreement"), by and among BroadVision, Interleaf and Infiniti Acquisition Sub,
Inc., a wholly owned subsidiary of BroadVision ("Merger Sub"). Pursuant to the
Merger Agreement, Merger Sub was merged with and into Interleaf, with Interleaf
being the surviving corporation (the "Merger"). As a result of the merger,
Interleaf became a wholly owned subsidiary of BroadVision. In connection with
the Merger: (a) each outstanding share of Interleaf common stock will be
exchanged for 1.0395 shares of BroadVision common stock, resulting in the
issuance of an aggregate of 14,392,293 shares of BroadVision common stock for
all outstanding shares of Interleaf common stock and (b) all options to purchase
shares of Interleaf common stock outstanding immediately prior to the
consummation of the Merger were converted into options to purchase shares of
BroadVision common stock.
The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended. A copy of the press release
announcing the consummation of the Merger is attached hereto as Exhibit 99.1.
BroadVision, Inc. is a leader in personalized e-business applications.
BroadVision's comprehensive suite of integrated applications is built for
delivery via the Web and wireless devices. Companies using BroadVision's proven
applications get to market quickly, launching innovative e-commerce,
self-service and enterprise information sites. These sites enable personalized
interactions and transactions with customers, partners, suppliers and employees.
BroadVision One-To-One(TM) applications power innovative business-to-consumer
sites and business-to-business exchanges for the world's top companies in
financial services, telecommunications, retail and travel. BroadVision
applications are available in more than 120 countries worldwide.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
(1) The required financial statements with respect to
the acquired business referred to in Item 2 of this Report are incorporated by
reference to such financial statements as filed with the Securities and Exchange
Commission (the "Commission) by Interleaf (Commission File Number 0-14713) in
Interleaf's Annual Report on Form 10-K for the fiscal year ended March 31, 1999
and in Interleaf's Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30, 1999, September 30, 1999 and December 31, 1999.
(b) Pro Forma Financial Information
(2) The required pro forma financial information with
respect to the acquired business referred to in Item 2 of this Report is
incorporated by reference to such pro forma financial information as filed with
the Commission by BroadVision in the Registration Statement on Form S-4
(Registration No. 333-31756) on March 6, 2000, as amended.
(c) Exhibits
1.
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 26, 2000, among BroadVision, Inc., a Delaware
corporation, Infiniti Acquisition Sub, Inc., a Massachusetts
corporation, and Interleaf, Inc. a Massachusetts corporation
(incorporated by reference to Annex A to our Registration
Statement on Form S-4 (No. 333-31756) filed with the
Commission on March 6, 2000, as amended.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
99.1 Press Release of BroadVision dated April 17, 2000.
2.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROADVISION, INC.
Dated: May 1, 2000 By: /s/ Randall C. Bolten
--------------------------------
Randall C. Bolten
Executive Vice President,
Operations and Chief Financial
Officer
3.