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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-K/A
Amendment No. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 000-27389
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INTERWOVEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0523543
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1195 W. Fremont Avenue
Sunnyvale, California 94087
(Address of Principal Executive Offices) (Zip Code)
(408) 774-2000
(Registrant's Telephone Number, including Area Code)
________________
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
________________
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 21, 2001 was approximately $3,387,169,543 (based upon the
last reported sale price of $38.0625 on January 31, 2001 on the Nasdaq Stock
Market).
102,859,056 shares of Common Stock of Registrant were outstanding as of March
21, 2001.
DOCUMENT FORM 10-K REFERENCE
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Proxy Statement for Registrant's 2001 Annual Meeting Part III, Items 10-13
of Stockholders to be held on May 31, 2001.
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INTERWOVEN, INC.
AMENDMENT NO. 2 TO 2000 ANNUAL REPORT ON FORM 10-K
EXPLANATORY NOTE
The purpose of this Form 10-K/A is to replace Exhibit 3.03, which was originally
filed with the Securities and Exchange Commission, and amended, on April 2,
2001, and to add the information required by Item 14(b) to the Registrant's Form
10-K.
PART IV
Item 14. Exhibits, Consolidated Financial Statement Schedules, and Reports on
Form 8-K
(a) 1. Consolidated Financial Statements
The following consolidated financial statements are included in item 8 and are
filed as part of this Form 10-K:
. Consolidated Balance Sheets as of December 31, 1999 and 2000
. Consolidated Statement of Operations for each of the three years
ended December 31, 1998, 1999 and 2000
. Consolidated Statement of Changes in Stockholders' Deficit for each
of the three years ended December 31, 1998, 1999 and 2000
. Consolidated Statement of Cash Flows for each of the three years
ended December 31, 1998, 1999 and 2000
. Notes to Consolidated Financial Statements
2. Financial Statements Schedule
Schedules not listed above have been omitted because they are not applicable
or required, or the information required to be set forth therein is included in
the Consolidated Financial Statements or Notes thereto.
3. Exhibits
The following exhibits are filed as part of this report:
Incorporated by Reference
Filed
Exhibit -----
Number Exhibit Title Form Date Filed Number Herewith
------ ------------- ---- ---------- ------ --------
2.01 Agreement and Plan of Merger, dated October 1, 1999, between S-1 07/27/99 2.01
Interwoven, Inc., a California corporation, and the Registrant
2.02 Agreement and Plan of Merger by and among the Registrant, Neonyoyo, 8-K 08/02/00 2.01
Inc. and Agnes Pak, dated July 10, 2000
2.03 Agreement and Plan of Merger dated October 19, 2000 among 8-K 11/13/00 2.01
Interwoven, Inc. AJ Acquisition Corp. and Ajuba Solutions, Inc.
2.04 Agreement and Plan of Merger dated October 20, 2000 among 8-K 11/13/00 2.02
Interwoven, Inc., Melon Acquisition Corporation and Metacode
Technologies, Inc.
3.01 Registrant's Third Amended and Restated Certificate of Incorporation S-1 12/17/99 3.03
3.02 Certificate of Amendment of the Registrant's Third Amended and S-3 11/22/00 3.03
Restated Certificate of Incorporation
3.03 Registrant's Amended and Restated Bylaws X
4.01 Form of Certificate for Registrant's common stock S-1 07/27/99 4.01
4.02 Third Amended and Restated Investors' Rights Agreement, dated June S-1 07/27/99 4.02
10, 1999
4.03 Form of Consent concerning the Third Amended and Restated S-1 07/27/99 4.03
Investors' Rights Agreement dated June 10, 1999
4.04 Form of Amendment to Third Amended and Restated Investor's Rights S-1 12/17/99 4.04
Agreement, dated June 10, 1999
10.01 Form of Indemnity Agreement between Registrant and each of its S-1 07/27/99 10.01
directors and executive officers
10.02* 1996 Stock Option Plan and related agreements S-1 07/27/99 10.02
10.03* 1998 Stock Option Plan and related agreements S-1 07/27/99 10.03
10.04* 1999 Equity Incentive Plan S-8 01/24/01 4.01
10.05* Forms of Option Agreements and Stock Option Exercise Agreements S-1 07/27/99 10.04
related to the 1999 Equity Incentive Plan
10.06* 1999 Employee Stock Purchase Plan S-8 01/24/01 4.03
10.07* Forms of Enrollment Form, Subscription Agreement, Notice of S-1 07/27/99 10.05
Withdrawal and Notice of Suspension related to the 1999 Employee
Stock Purchase Plan
10.08* 2000 Stock Incentive Plan S-8 09/26/00 4.01
10.09* Forms of Stock Option Agreement and Stock Option Exercise S-8 06/22/00 4.03
Agreements related to the 2000 Stock Incentive Plan
10.10 Regional Prototype Profit Sharing Plan and Trust/Account Standard S-1 07/27/99 10.06
Plan Adoption Agreement AA #001
10.11* Employment Agreement between Interwoven, Inc. and Martin W. Brauns S-1 07/27/99 10.07
dated February 27, 1998
10.12* Offer Letter to David M. Allen from Interwoven, Inc. dated February S-1 07/27/99 10.08
12, 1999
10.13* Offer Letter to Michael A. Backlund from Interwoven, Inc. dated May S-1 07/27/99 10.09
1, 1998
10.14* Offer Letter to Jack S. Jia from Interwoven, Inc. dated January 3, S-1 07/27/99 10.13
1997
10.15* Offer Letter to Jozef Ruck from Interwoven, Inc. dated February 18, S-1 07/27/99 10.15
1999
10.16* Secured Promissory Notes between Interwoven, Inc. and Jeffrey E. S-1 07/27/99 10.18
Engelmann, dated as of April 19, 1999
10.17* Secured Promissory Notes between Interwoven, Inc. and Jozef Ruck, S-1 07/27/99 10.19
dated as of April 21, 1999
10.18 Build-To-Suit Lease Agreement dated March 18, 1997 between S-1 07/27/99 10.20
Sunnyvale Partners Limited Partnership and First Data Merchant
Services Corporation
10.19 Sublease dated April 24, 1998 between First Data Merchant Services S-1 07/27/99 10.21
Corporation and Interwoven, Inc.
10.20 Loan and Security Agreement, dated October 1997, as amended, S-1 07/27/99 10.22
between Interwoven, Inc. and Silicon Valley Bank
10.21 Agreement and Plan of Reorganization, dated June 30, 1999, by and S-1 07/27/99 10.23
among Interwoven, Inc., Lexington Software Associates, Inc. and
certain stockholders of Lexington Software Associates, Inc.
10.22+ Standard Sales Agreement effective as of July 28, 1999 between S-1 07/27/99 10.24
Registrant and General Electric Company
10.23+ Preferred Stock Warrant to Purchase Shares of Series E Preferred S-1 07/27/99 10.25
Stock of Registrant
10.24+ Amended and Restated Loan and Security Agreement dated June 24, S-1 07/27/99 10.26
1999, between Silicon Valley Bank and Registrant
10.25 Intellectual Property Security Agreement dated June 24, 1999, S-1 07/27/99 10.27
between Silicon Valley Bank and Registrant
10.26* Amendment to Secured Promissory Note between Interwoven, Inc. and S-1 07/27/99 10.28
Jeffrey E. Engelmann, dated as of October 5, 1999
10.27* Amendment to Secured Promissory Note between Interwoven, Inc. and S-1 07/27/99 10.29
Jozef Ruck, dated as of October 5, 1999
10.28* Offer Letter to John Van Siclen from Interwoven, Inc. dated S-1 12/17/99 10.30
December 17, 1999
10.29 Assignment of Lease between beyond.com and Interwoven, Inc. S-1 12/17/99 10.31
21.1 Subsidiaries of the Registrant X**
23.1 Consent of PricewaterhouseCoopers LLP independent accountants X**
_____________________
* Management contract, compensatory plan or arrangement
** Previously filed
+ Portions of this exhibit have been omitted pursuant to an order granting
confidential treatment.
(b) Reports on Form 8-K
A Current Report on Form 8-K dated October 30, 2000 was filed by the
Registrant on November 13, 2000 to report under Item 2: Acquisition or
Disposition of Assets its acquisitions of Ajuba Solutions, Inc. and Metacode
Technologies, Inc. and to include under Item 7: Financial Statements and
Exhibits a press release pertaining to the acquisitions and copies of the
agreements entered into in connection with these acquisitions.
A Current Report on Form 8-K dated December 13, 2000 was filed by the
Registrant on December 19, 2000 to report under Item 5: Other Events its
stockholders' approval of amendments to its Certificate of Incorporation (and a
related 2-for-1 stock split) and 1999 Equity Incentive Plan, and to file under
Item 7: Financial Statements and Exhibits the Certificate of Amendment to the
Registrant's Certificate of Incorporation.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Interwoven, Inc.
Registrant
Date: June 20, 2001 By: /s/ David M. Allen
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David M. Allen
Senior Vice President and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
INDEX TO EXHIBITS
3.03 Registrant's Amended and Restated Bylaws