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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) December 12, 2000
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INTERWOVEN, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-27389 77-0523543
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1195 West Fremont Avenue,
Sunnyvale, California 94087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 774-2000
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ITEM 5: OTHER EVENTS.
At the Special Meeting of Stockholders held on December 12, 2000 (the
"Meeting"), the stockholders of Interwoven, Inc. (the "Company") approved an
amendment of the Company's Third Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
100,000,000 to 500,000,000 shares. As a result of such approval, the Company
effected a previously approved two-for-one stock split in the form of a stock
dividend payable to stockholders of record on December 13, 2000, which is
expected to be distributed on December 29, 2000.
At the Meeting, the Company's stockholders also approved an amendment to
Interwoven's 1999 Equity Incentive Plan to increase the number of shares of
common stock reserved for issuance thereunder by 4,000,000 shares.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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The following exhibit is filed herewith:
99.01 Certificate of Amendment of the Registrant's Third Amended and
Restated Certificate of Incorporation filed with the Delaware
Secretary of State on December 13, 2000 (incorporated by reference
to Exhibit 3.03 to the Registrant's registration statement on Form
S-3, File No. 333-50566, originally filed with the Securities and
Exchange Commission on November 22, 2000).
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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.
Dated: December 19, 2000
INTERWOVEN, INC.
By: /s/ David M. Allen
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David M. Allen
Senior Vice President, Chief Financial
Officer and Secretary
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