<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1996
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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333 DISTEL CIRCLE
LOS ALTOS, CA 94022
(415) 943-3600
(Address and telephone number of principal executive offices)
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EQUITY INCENTIVE PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
OPTIONS GRANTED OUTSIDE OF THE STOCK OPTION PLAN
(Full title of the plans)
PEHONG CHEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROADVISION, INC.
333 DISTEL CIRCLE
LOS ALTOS, CA 94022
(415) 943-3600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Kenneth L. Guernsey
Patrick D. Walravens
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
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Page 1 of 9
Exhibit Index at Page: 7
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.0001) 4,672,258 $2.52-7.88 $21,061,541 $6,382.29
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</TABLE>
<TABLE>
<CAPTION>
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TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
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<S> <C> <C> <C>
Shares issuable pursuant to 2,342,200 $2.52(1)(a ) $5,902,344
outstanding options under the
Equity Incentive Plan
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Shares issuable pursuant to 726,000 $3.47(1)(a) $2,519,220
outstanding options granted
outside of the Equity
Incentive Plan
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Shares reserved for future 1,004,058 $7.88(1)(b) $7,911,977
grant pursuant to the Equity
Incentive Plan
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Shares issuable pursuant to 600,000 $7.88(1)(b) $4,728,000
the Employee Stock
Purchase Plan
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Proposed Maximum
Aggregate Offering Price $21,061,541
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Registration Fee $6,382.29
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(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). 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 by BroadVision, Inc. ("Registrant" or "Company") under (i) the
Company's Equity Incentive Plan (the "Incentive Plan"), and (ii) outstanding stock options granted outside the
Incentive Plan (pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Act")) or (b) the
average of the high and low prices of the Company's Common Stock as reported on the Nasdaq National Market for
October 9, 1996, for (i) shares reserved for future grant pursuant to the Incentive Plan and (ii) shares
issuable pursuant to the Employee Stock Purchase Plan (pursuant to Rule 457(c) under the Act).
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</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
ii.
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained
in a registration statement filed under the Exchange Act, 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. 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.
Page 2 of 9
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1* The Company's Equity Incentive Plan.
99.2** Form of Incentive Stock Option under the Equity Incentive Plan.
99.3* Form of Non-statutory Stock Option under the Equity Incentive
Plan.
99.4* 1996 Employee Stock Purchase Plan.
99.5* Form of Non-statutory Stock Option (Performance-Based) Granted
Outside the Stock Option Plan.
* Documents incorporated by reference from the Company's
Registration Statement on Form S-1 (File No. 333-3844) filed with
the SEC on April 19, 1996.
** Documents incorporated by reference from the Company's Amendment
No. 2 to the Registration Statement on Form S-1 (File No. 333-
3844) filed with the SEC on May 29, 1996.
Page 3 of 9
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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) (Section 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) To include 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
registration statement is on Form S-3 or Form S-8 and 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 in the registration
statement.
(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 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.
Page 4 of 9
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Los Altos, State of California, on
October 11, 1996.
BROADVISION, INC.
By /s/ Randall C. Bolten
---------------------------------
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.
Page 5 of 9
<PAGE>
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
/s/ Pehong Chen President, Chief Executive October 11, 1996
- ------------------------- Officer and Director
(Pehong Chen) (PRINCIPAL EXECUTIVE OFFICER)
/s/ Randall C. Bolten Vice President, Operations October 11, 1996
- ------------------------- and Chief Financial Officer
(Randall C. Bolten) (PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER)
/s/ David L. Anderson Director October 11, 1996
- -------------------------
(David L. Anderson)
/s/ Koh Boon Hwee Director October 11, 1996
- -------------------------
(Koh Boon Hwee)
/s/ Yogen K. Dalal Director October 11, 1996
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(Yogen K. Dalal)
/s/ Gregory Smitherman Director October 11, 1996
- -------------------------
(Gregory Smitherman)
Page 6 of 9
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Cooley Godward LLP. Reference is
made to Exhibit 5.1
24.1 Power of Attorney. Reference is made to the
signature pages.
99.1* The Company's Equity Incentive Plan.
99.2** Form of Incentive Stock Option under the Equity
Incentive Plan.
99.3* Form of Non-statutory Stock Option under the
Equity Incentive Plan.
99.4* 1996 Employee Stock Purchase Plan.
99.5* Form of Non-statutory Stock Option (Performance-
Based) Granted Outside the Stock Option Plan
* Documents incorporated by reference from the Company's
Registration Statement on Form S-1 (File No. 333-3844) filed with
the SEC on April 19, 1996.
** Documents incorporated by reference from the Company's Amendment
No. 2 to the Registration Statement on Form S-1 (File No. 333-
3844) filed with the SEC on May 29, 1996.
Page 7 of 9
<PAGE>
EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
[COOLEY GODWARD LLP LETTERHEAD]
October 15, 1996
BroadVision, Inc.
333 Distel Circle
Los Altos, CA 94022
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Broad Vision, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 4,672,258 shares of the
Company's Common Stock, $.0001 par value, (the "Shares") pursuant to its Equity
Incentive Plan and 1996 Employee Stock Purchase Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Amended and Restated Certificate of Incorporation and
Bylaws, as amended, and such other documents, records, certificates, memoranda
and other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Kenneth L. Guernsey
Kenneth L. Guernsey
KLG:wp
Page 8 of 9
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE>
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
BroadVision, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of BroadVision, Inc. of our report dated March 12, 1996, except as to
Note 8, which is as of April 16, 1996, relating to the balance sheets of
BroadVision, Inc. as of December 31, 1994 and 1995, and the related
statements of operations, stockholders' equity, and cash flows for the period
from May 13, 1993 (inception) to December 31, 1993, and for the years ended
December 31, 1994 and 1995, which report appears on Form S-1 of BroadVision,
Inc.
KPMG Peat Marwick LLP
San Jose, California
October 15, 1996
