As filed with the Securities and Exchange Commission on August 28, 1998
Registration No. 333-
================================================================================
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)
Delaware 94-3184303
(State of Incorporation) (I.R.S. Employer Identification No.)
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585 Broadway, Redwood City, CA 94063
(Address of principal executive offices)
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Equity Incentive Plan
1996 Employee Stock Purchase Plan
(Full title of the plans)
Pehong Chen
President and Chief Executive Officer
BroadVision, Inc.
585 Broadway
Redwood City, California 94063
(650) 261-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Kenneth L. Guernsey, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Offering Price Per Aggregate Offering
be Registered Amount to be Share(1) Price(1) Amount of Registration
Registered Fee
=================================================================================================================================
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 1,175,000 $21.125 $24,814,090 $7,196.08
=================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the
Securities Act of 1933, as amended (the "Act"). 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 under BroadVision, Inc. ("Registrant" or "Company") under the
Company's Equity Incentive Plan (the "Incentive Plan")(pursuant to Rule
457(h) under the Act) or (b) the average of the high and low prices of
Registrant's Common Stock as reported on the Nasdaq National Market on
August ___, 1998, for (i) shares reserved for future grant pursuant to
the Incentive Plan and (ii) shares issuable pursuant to the 1996
Employee Stock Purchase Plan (pursuant to Rule 457(c) under the Act).
The following chart illustrates the calculation of the registration
fee:
================================================================================================================================
Title of Shares Number of Shares Offering Price Per Aggregate Offering
Share Price
- --------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding stock 173,000 $21.08(1)(a) $3,646,840
options under the Equity Incentive Plan
- --------------------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance pursuant to the 802,000 $21.125(1)(b) $16,942,250
Equity Incentive Plan
- --------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 1996 Employee Stock 200,000 $21.125(1)(b) $4,225,000
Purchase Plan
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering Price $24,814,090
- --------------------------------------------------------------------------------------------------------------------------------
Registration Fee $7,196.08
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================================================================================================================================
</FN>
</TABLE>
2
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-14057
The contents of Registration Statement on Form S-8 No. 333-14057 filed
with the Securities and Exchange Commission on October 15, 1996 are incorporated
by reference herein.
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 is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1* Equity Incentive Plan, as amended as of May 11, 1998.
99.2* 1996 Employee Stock Purchase Plan, as amended as of May 11, 1998.
* Documents incorporated by reference from the Company's Form 10-Q filed with
the SEC on May 15, 1998
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Redwood City, State of California, on August 27,
1998.
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.
2
<PAGE>
<TABLE>
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.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Pehong Chen President, Chief Executive Officer and August 27, 1998
- -------------------------------------------- Director (Principal Executive Officer)
Pehong Chen
/s/ Randall C. Bolten Vice President Operations, and Chief August 27, 1998
- -------------------------------------------- Financial Officer (Principal Financial
Randall C. Bolten and Accounting Officer)
/s/ David L. Anderson Director August 27, 1998
- --------------------------------------------
David L. Anderson
/s/ Yogen K. Dalal Director August 27, 1998
- --------------------------------------------
Yogen K. Dalal
/s/ Koh Boon Hwee Director August 27, 1998
- --------------------------------------------
Koh Boon Hwee
/s/ Carl Pascarella Director August 27, 1998
- --------------------------------------------
Carl Pascarella
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1* Equity Incentive Plan
99.2* 1996 Employee Stock Purchase Plan
* Documents incorporated by reference from the Company's Form 10-Q filed with
the SEC on May 15, 1998
4
August 26, 1998
BroadVision, Inc.
585 Broadway
Redwood City, CA 94063
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by BroadVision, 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 1,175,000 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 Prospectus, your Certificate of Incorporation and By-laws, 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 Prospectus, 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
By: /s/ Kenneth L. Guernsey
-----------------------------------
Kenneth L. Guernsey
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
BroadVision, Inc.
We consent to incorporation by reference herein our report dated January 28,
1998, except as to Note 11, which is as of March 4, 1998, related to the
consolidated balance sheets of BroadVision, Inc. and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, and our report dated March 5, 1998, on the
related financial statement schedule, which reports appear in the December 31,
1997, annual report on Form 10-K of BroadVision, Inc.
/s/ KPMG Peat Marwick LLP
Mountain View, California
August 26, 1998
