SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2000
BROADVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3184303
(State of jurisdiction) (IRS Employer Identification No.)
0-28252
(Commission File No.)
585 Broadway
Redwood City, CA 94063
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 261-5100
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ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On April 14, 2000, BroadVision, Inc. ("BroadVision") completed an
acquisition in which it acquired Interleaf, Inc. ("Interleaf") in a
stock-for-stock transaction. Interleaf was acquired pursuant to an Agreement and
Plan of Merger and Reorganization, dated as of January 26, 2000 (the "Merger
Agreement"), by and among BroadVision, Interleaf and Infiniti Acquisition Sub,
Inc., a wholly owned subsidiary of BroadVision ("Merger Sub"). Pursuant to the
Merger Agreement, Merger Sub was merged with and into Interleaf, with Interleaf
being the surviving corporation (the "Merger"). As a result of the merger,
Interleaf became a wholly owned subsidiary of BroadVision. In connection with
the Merger: (a) each outstanding share of Interleaf common stock will be
exchanged for 1.0395 shares of BroadVision common stock, resulting in the
issuance of an aggregate of 14,392,293 shares of BroadVision common stock for
all outstanding shares of Interleaf common stock and (b) all options to purchase
shares of Interleaf common stock outstanding immediately prior to the
consummation of the Merger were converted into options to purchase shares of
BroadVision common stock.
The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended. A copy of the press release
announcing the consummation of the Merger is attached hereto as Exhibit 99.1.
BroadVision, Inc. is a leader in personalized e-business applications.
BroadVision's comprehensive suite of integrated applications is built for
delivery via the Web and wireless devices. Companies using BroadVision's proven
applications get to market quickly, launching innovative e-commerce,
self-service and enterprise information sites. These sites enable personalized
interactions and transactions with customers, partners, suppliers and employees.
BroadVision One-To-One(TM) applications power innovative business-to-consumer
sites and business-to-business exchanges for the world's top companies in
financial services, telecommunications, retail and travel. BroadVision
applications are available in more than 120 countries worldwide.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
(1) The required financial statements with respect to
the acquired business referred to in Item 2 of this Report are incorporated by
reference to such financial statements as filed with the Securities and Exchange
Commission (the "Commission) by Interleaf (Commission File Number 0-14713) in
Interleaf's Annual Report on Form 10-K for the fiscal year ended March 31, 1999
and in Interleaf's Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30, 1999, September 30, 1999 and December 31, 1999.
(b) Pro Forma Financial Information
(2) The required pro forma financial information with
respect to the acquired business referred to in Item 2 of this Report is
incorporated by reference to such pro forma financial information as filed with
the Commission by BroadVision in the Registration Statement on Form S-4
(Registration No. 333-31756) on March 6, 2000, as amended.
(c) Exhibits
1.
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Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 26, 2000, among BroadVision, Inc., a Delaware
corporation, Infiniti Acquisition Sub, Inc., a Massachusetts
corporation, and Interleaf, Inc. a Massachusetts corporation
(incorporated by reference to Annex A to our Registration
Statement on Form S-4 (No. 333-31756) filed with the
Commission on March 6, 2000, as amended.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
99.1 Press Release of BroadVision dated April 17, 2000.
2.
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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.
BROADVISION, INC.
Dated: May 1, 2000 By: /s/ Randall C. Bolten
--------------------------------
Randall C. Bolten
Executive Vice President,
Operations and Chief Financial
Officer
3.
EXHIBIT 23.1
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of our report dated May 6, 1999 relating to the financial statements
and financial statement schedule, which appears in Interleaf, Inc.'s Annual
Report on Form 10-K for the year ended March 31, 1999.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 28, 2000
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Current Report on Form 8-K
of Broadvision, Inc. dated April 14, 2000 of our report dated May 13, 1998 with
respect to the consolidated financial statements of Interleaf, Inc. as of and
for the two years ended March 31, 1998 incorporated by reference in its Annual
Report (Form 10-K) for the year ended March 31, 1998.
/s/ Ernst & Young LLP
Boston, Massachusetts
April 28, 2000
EXHIBIT 99.1
BROADVISION COMPLETES ACQUISITION OF INTERLEAF,
THE E-CONTENT COMPANY
REDWOOD CITY, Calif., April 17, 2000 - BroadVision, Inc. (Nasdaq:
BVSN), a leading worldwide supplier of personalized e-business applications,
announced it has completed the acquisition of Interleaf, Inc. including
Interleaf's e-content(TM)business dedicated to the development, marketing and
sale of XML-based content management tools and WAP technology for wireless
delivery of content. The acquisition closed on April 14, 2000.
On January 26, 2000, BroadVision announced a definitive agreement to
acquire Interleaf pursuant to a statutory merger. Under the terms of the
agreement and after giving effect to BroadVision's 3-for-1 stock split paid in
March 2000, each outstanding share of Interleaf common stock now represents the
right to receive 1.0395 shares of BroadVision common stock. In addition,
BroadVision assumed all outstanding options to purchase Interleaf common stock.
Based on the number of Interleaf shares and Interleaf options outstanding as of
the close of the acquisition, BroadVision will issue (or reserve for issuance on
the exercise of Interleaf options) a total approximately 16.8 million shares of
its common stock. Interleaf common stock ceased trading on The Nasdaq Stock
Market at the close of market on April 14, 2000.
The acquisition, which will be accounted for as a purchase, is intended
to qualify as a tax-free reorganization for Interleaf shareholders.
"This acquisition will add significant wireless technology capabilities
and substantially increase our ability to provide enhanced personalized
e-business applications across multi-touch points," said Dr. Pehong Chen,
president and CEO of BroadVision, Inc. "Interleaf's expertise in wireless
solutions combined with BroadVision's leadership in providing a comprehensive
suite of integrated and personalized e-business applications creates a new
powerhouse emphasizing both companies' synergies for delivering the total
experience from Web to wireless for customers, partners and employees."
1.
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About Interleaf
Interleaf, Inc., based in Waltham, Massachusetts, provides
enterprise-wide software tools for e-content management including BladeRunner
and QuickSilver. These tools provide Global 2000 customers with a distinct
competitive advantage by enabling them to deploy e-business applications that
improve operating efficiency and customer satisfaction, while driving revenue
and profitability. Interleaf's software products make it easy for companies to
assemble, manage, retrieve, distribute and publish business-critical information
across the enterprise and beyond.
Key customers include Alcatel, Deutsche Bank, Fidelity, IDC, Intel,
Lockheed Martin, MacMillan, Motorola, Shared Medical Systems, Tektronix and
Toyota.
About BroadVision
BroadVision, Inc. (Nasdaq: BVSN, Neuer Markt: BDN) is a leader in
personalized e-business applications. BroadVision's comprehensive suite of
integrated applications is built for delivery via the Web and wireless devices.
Companies using BroadVision's proven applications get to market quickly,
launching innovative e-commerce, self-service and enterprise information sites.
These sites enable personalized interactions and transactions with customers,
partners, suppliers and employees. BroadVision One-To-One(TM) applications power
innovative business-to-consumer sites and business-to-business exchanges for the
world's top companies in financial services, telecommunications, retail and
travel. BroadVision applications are available in more than 120 countries
worldwide. Headquartered in Redwood City, Calif., USA, the company can be
reached at (650) 261-5100 or at www.broadvision.com.
Forward Looking Statements
The company noted that each of the above forward-looking statements is
subject to change, based on various important factors, including, without
limitation, changes in the market and competition. Additional information on
potential factors that could affect the company's financial results is included
in the company's prospectus, Forms 10-K and 10-Q, and other documents filed with
the Securities and Exchange Commission.
* * * *
2.
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BroadVision is a registered trademark and BroadVision One-To-One is a trademark
of BroadVision, Inc. in the United States and other countries. Other names
herein may be the property of their respective owners.
3.
