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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
REGISTRATION STATEMENT PURSUANT TO RULE 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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BROADVISION, Inc.
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(Name of Issuer)
COMMON
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(Title of Class of Securities)
11142 10 2
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP NO. 11142 10 2 13G PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ITOCHU Corporation; Itochu Techno-Science Corp; Itochu International,
Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Japan
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SOLE VOTING POWER
5
NUMBER OF Itochu Corp: 925,000; Itochu Techno-Science Corp:
125,000/*2/; Itochu International, Inc./*1/; 500,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING Itochu Corp: 925,000; Itochu Techno-Science Corp:
125,000/*2/; Itochu International, Inc./*1/; 500,000
PERSON
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,550,000* (Itochu Corp: 925,000 Itochu Techno-Science: 125,000
Itochu International: 500,000)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
7.6%
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TYPE OF REPORTING PERSON*
12
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1:a US company fully owned by Itochu Corporation
2:a Japanese company 99.4% owned by Itochu Corporation
0.6% owned by CRC Research Institute, Inc./*3/
3:a Japanese company 39.3% owned by Itochu Corporation and publicly traded at
Tokyo over the counter market.
Page 2 of 6 pages
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see attached
Item 1.
(a) Name of Issuer:
(b) Address of Issuer's Principal Executive Offices:
Item 2.
(a) Name of Person(s) Filing:
(b) Address of Principal Business Office or, if none, Residence:
(c) Citizenship:
(d) Title of Class of Securities:
(e) CUSIP Number:
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(b) [_] Bank as defined in Section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [_] Investment Company registered under Section 8 of the Investment
Company Act
(e) [_] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see (S)240.13d-1(b)(1)(ii)(F)
(g) [_] Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
(b) Percent of Class:
(c) Number of shares as to which such person has:
Page 3 of 6 pages
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(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition of:
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent of the Class
If this statement id being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Page 4 of 6 pages
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Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Feb. 10, 1997
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Date
/s/ Eizo Kobayaski
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Signature Eizo Kobayaski General Manager
Information Technology
and Engineering Department
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Name/Title
Page 5 of 6 pages
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Attachment to SCHEDULE 13G
Item 1.
(a) BROADVISION, INC.
(b) 333 Diatel Circle, Los Altos, CA 94022
Item 2.
I. (a) Itochu Corporation
(b) 2-5-1 Kita Aoyama, Minato-ku, Tokyo, Japan
(c) Japan
(d) common
(e) 11142 10 2
II. (a) Itochu Techno-Science Corporation
(b) 1-11-5 Fujimi, Chiyoda-ku Tokyo, Japan
(c) Japan
(d) common
(e) 11142 10 2
III. (a) Itochu International Inc.
(b) 335 Madison Avenue, New York, New York 10017
(c) a New York corporation
(d) common
(e) 11142 10 2
Item 3.
not applicable
Item 4.
(a) 1,550,000 shares
(b) 7.6%
(c) (i) Itochu Corporation: 925,000
Itochu International: 500,000
Itochu Techno-Science: 125,000
(ii) n/a
(iii) Itochu Corporation: 925,000
Itochu International: 500,000
Itochu Techno-Science: 125,000
(iv) n/a
Item 5. not applicable
Item 6. not applicable
Item 7. not applicable
Item 8. not applicable
Item 9. not applicable
Page 6 of 6 pages
