UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-28252
BROADVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3184303
-------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
585 Broadway, Redwood City, California 94063
-------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(650) 261-5100
--------------------------------------------------
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class which registered
------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
------------------------------
(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 the 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 the 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. [ ]
Based on the closing sales price of March 1, 1998 the aggregate market
value of the voting stock held by nonaffiliates of the registrant was
$147,002,786.
As of March 1, 1998, registrant had outstanding 20,403,996 shares of Common
Stock.
----------------
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Proxy Statement for Registrant's 1997 Annual Meeting of
Stockholders to be held May 11, 1998 are incorporated by reference in Part III
of this Form 10-K Report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in Redwood City, State
of California, on this 31st day of March 1998.
BroadVision, Inc.
By: /s/ Pehong Chen*
--------------------------------
Pehong Chen
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ----------------------------- ------------------------------ --------------
/s/ Pehong Chen* Chairman of the Board and March 31, 1998
- --------------------------- Chief Executive Officer
Pehong Chen (Principal Executive Officer)
/s/ Randall C. Bolten Vice President, Operations, March 31, 1998
- --------------------------- Chief Financial Officer
Randall C. Bolten (Principal Financial
and Accounting Officer)
/s/ David L. Anderson* Director March 31, 1998
- ---------------------------
David L. Anderson
/s/ Yogen K. Dalal* Director March 31, 1998
- ---------------------------
Yogen K. Dalal
/s/ Koh Boon Hwee* Director March 31, 1998
- ---------------------------
Koh Boon Hwee
/s/ Carl Pascarella* Director March 31, 1998
- ---------------------------
Carl Pascarella
* By: /s/ Randall Bolten
------------------
Randall Bolten
as Attorney-in-Fact
54
<PAGE>
BROADVISION, INC.
ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 1997
INDEX TO EXHIBITS
Exhibit Description
- ----------------- -------------------------------------------------------------
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) Amended and restated Bylaws.
4.1(1) References are hereby made to Exhibits 3.1 to 3.2.
4.3(1) Second Amended and restated Investor's Rights Agreement dated
April 15, 1997 among the Company and certain of its
stockholders.
10.1(1)(4) Form of Indemnity Agreement between the Company and each of
its directors.
10.2(1)(4) Equity Incentive Plan (the "Equity Incentive Plan").
10.3(1)(4) Form of Incentive Stock Option under the Equity Incentive
Plan.
10.4(1)(4) Form of Nonstatutory Stock Option under the Equity Incentive
Plan.
10.5(1)(4) Form of Nonstatutory Stock Option (Performance-Based).
10.6(1)(4) 1997 Employee Stock Purchase Plan ( the "Employee Stock
Purchase Plan").
10.7(1)(4) Employee Stock Purchase Plan Offering (Initial Offering).
10.8(1)(4) Employee Stock Purchase Plan Offering (Subsequent Offering).
10.9(1) Master Equipment Lease Agreement dated May 23, 1997 between
the Company and Lighthouse Capital Partners, L.P.
10.10(1)+ Terms and Conditions dated January 1, 1997 between IONA
Technologies LTD and the Company.
10.11(1) Series D Preferred Stock Option Agreement dated February 27,
1997 between the Company and Pehong Chen.
10.12(1) Standard Office Lease dated February 8, 1996 between the
Company and GVE Distel Associates, a California General
Partnership.
10.13(1)(4) Stock Option Plan.
10.14(1)(4) Form of Incentive Stock Option under the Stock Option Plan.
10.15(1)(4) Form of Nonstatutory Stock Option under the Stock Option Plan.
10.16(1) Lease dated February 5, 1997 between the Company and
Martin/Campus Associates, L.P.
10.17(2) Loan and Security, dated July 2, 1997, between Silicon Valley
Bank and the Company.
10.18(3) First Amendment to Loan and Security Agreement, dated as of
February 5, 1998 between the Company and Silicon Valley Bank.
21.1(5) Subsidiaries of the Company.
23.1(5) Consent of KPMG Peat Marwick LLP. Reference is hereby made to
page 55.
24.1(5) Power of Attorney. Reference is hereby made to page 54.
27.1 Financial Data Schedule for the year ended December 31, 1997.
27.2 Restated Financial Data Schedule for the year ended December
31, 1996.
- ------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 filed on April 19, 1996, as amended on May 9,1996, May 29,
1996 and June 17, 1996.
(2) Incorporated by reference to the Company's 10-Q for the quarter ended
September 30, 1997 filed on November 12, 1997.
(3) Incorporated by reference to the Company's Registration Statement on
Form S-3 filed on March 4, 1998.
(4) Represents a management contract or compensatory plan or arrangement.
(5) Previously filed with this Form 10-K.
+ Confidential treatment requested.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE YEAR
ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EPS PRIMARY
REPRESENTS BASIC NET LOSS PER SHARE.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 9,677
<SECURITIES> 796
<RECEIVABLES> 10,257
<ALLOWANCES> (671)
<INVENTORY> 0
<CURRENT-ASSETS> 20,625
<PP&E> 8,874
<DEPRECIATION> (2,407)
<TOTAL-ASSETS> 27,342
<CURRENT-LIABILITIES> 9,140
<BONDS> 0
0
0
<COMMON> 40,368
<OTHER-SE> (25,247)
<TOTAL-LIABILITY-AND-EQUITY> 27,342
<SALES> 18,973
<TOTAL-REVENUES> 27,105
<CGS> 1,664
<TOTAL-COSTS> 5,948
<OTHER-EXPENSES> 28,795
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 351
<INCOME-PRETAX> (7,373)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,373)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,373)
<EPS-PRIMARY> (0.36)
<EPS-DILUTED> (0.36)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE YEAR
ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EPS PRIMARY
REPRESENTS BASIC NET LOSS PER SHARE.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 17,608
<SECURITIES> 2,112
<RECEIVABLES> 5,739
<ALLOWANCES> (191)
<INVENTORY> 0
<CURRENT-ASSETS> 25,538
<PP&E> 3,887
<DEPRECIATION> (863)
<TOTAL-ASSETS> 28,930
<CURRENT-LIABILITIES> 7,327
<BONDS> 0
0
0
<COMMON> 39,318
<OTHER-SE> (18,302)
<TOTAL-LIABILITY-AND-EQUITY> 28,930
<SALES> 7,464
<TOTAL-REVENUES> 10,882
<CGS> 330
<TOTAL-COSTS> 2,494
<OTHER-EXPENSES> 19,085
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 158
<INCOME-PRETAX> (10,145)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,145)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,145)
<EPS-PRIMARY> (0.54)
<EPS-DILUTED> (0.54)
</TABLE>
