<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL , 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BROADVISION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7371 94-3184303
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
BROADVISION, INC.
585 BROADWAY
REDWOOD CITY, CA 94063
TELEPHONE: (650) 261-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PEHONG CHEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BROADVISION, INC.
585 BROADWAY
REDWOOD CITY, CA 94063
TELEPHONE: (650) 261-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
<TABLE>
<S> <C>
COPIES TO:
KENNETH L. GUERNSEY DAVID T. BREWSTER
JAMIE E. CHUNG JOSEPH M. DOLOBOFF
VIRGINIA C. EDWARDS JOAN M. HEMINWAY
CECILIA M. MAO BRADY D. MICKELSEN
Cooley Godward LLP Skadden, Arps, Slate, Meagher & Flom LLP
One Maritime Plaza, 20th Floor One Beacon Street, 31st Floor
San Francisco, CA 94111 Boston, MA 02108
(415) 693-2000 (617) 573-4800
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THIS REGISTRATION
STATEMENT
------------------------------
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ No. 333-31756
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.0001 per share 2,608,343 $45.75 $119,331,692 $31,504
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the number of additional shares of Registrant's Common Stock
expected to be issued to holders of shares of Common Stock of
Interleaf, Inc. as described in Registration Statement No. 333-31756,
which was previously filed on Form S-4 on March 6, 2000, and amended
on March 16, 2000. In connection with the filing of that Registration
Statement, 14,108,498 shares of the Common Stock of Registrant
were registered with the Securities and Exchange Commission and a fee
of $289,293 was paid. This registration statement shall cover any
additional shares of Common Stock which become issuable by reason
of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in
an increase in the number of shares of the Registrant's outstanding
Common Stock.
(2) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(f) under the Securities
Act of 1933, as amended, based on the average of the high and low
prices for the Common Stock of Interleaf, Inc. as reported on the
Nasdaq National Market on April 12, 2000.
------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Common
Stock of BroadVision, Inc. contemplated by a Registration Statement on Form
S-4 (File No. 333-31756) (the "Prior Registration Statement"), which was
declared effective by the Securities and Exchange Commission on March 16,
2000, and is filed solely to increase the number of shares to be offered in
such offering by 2,608,343 shares. The contents of the Prior Registration
Statement, including all amendments and exhibits thereto, are hereby
incorporated by reference.
<PAGE>
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S>
5.1 Opinion of Cooley Godward LLP regarding the legality of the
securities
8.1 Opinion of Cooley Godward LLP regarding tax matters
8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
23.1 Consent of Cooley Godward LLP (set forth in Exhibit 5.1)
23.2 Consent of Cooley Godward LLP (set forth in Exhibit 8.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 8.2)
23.4 Consent of KPMG LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of Ernst & Young LLP
23.7 Consent of Arthur Andersen LLP
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Redwood City,
California, on the 13th day of April 2000.
<TABLE>
<S> <C> <C>
BROADVISION, INC.
By: /s/ RANDALL C. BOLTEN
-----------------------------------------
RANDALL C. BOLTEN
CHIEF FINANCIAL OFFICER
</TABLE>
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 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 registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and 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.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PEHONG CHEN President, Chief Executive
------------------------------------------- Officer and Director April 13, 2000
PEHONG CHEN (Principal Executive
Officer)
/s/ RANDALL C. BOLTEN Vice President Operations, and
------------------------------------------- Chief Financial Officer April 13, 2000
RANDALL C. BOLTEN (Principal Financial and
Accounting Officer)
/s/ DAVID L. ANDERSON
------------------------------------------- Director April 13, 2000
DAVID L. ANDERSON
/s/ YOGEN K. DALAL
------------------------------------------- Director April 13, 2000
YOGEN K. DALAL
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KOH BOON HWEE
------------------------------------------- Director April 13, 2000
KOH BOON HWEE
/s/ CARL PASCARELLA
------------------------------------------- Director April 13, 2000
CARL PASCARELLA
/s/ TODD A. GARRETT
------------------------------------------- Director April 13, 2000
TODD A. GARRETT
/s/ KLAUS LUFT
------------------------------------------- Director April 13, 2000
KLAUS LUFT
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S>
5.1 Opinion of Cooley Godward LLP regarding the legality of the
securities
8.1 Opinion of Cooley Godward LLP regarding tax matters
8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters
23.1 Consent of Cooley Godward LLP (set forth in Exhibit 5.1)
23.2 Consent of Cooley Godward LLP (set forth in Exhibit 8.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 8.2)
23.4 Consent of KPMG LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of Ernst & Young LLP
23.7 Consent of Arthur Andersen LLP
</TABLE>
<PAGE>
[Cooley Goodward LLP Letterhead]
Exhibit 5.1
April 13, 2000
BroadVision, Inc.
585 Broadway
Redwood City, CA 94063
Ladies and Gentlemen:
We have acted as counsel for BroadVision, Inc. (the "Company" or "BroadVision"),
in connection with the merger (the "Merger") and other transactions contemplated
by that certain Agreement and Plan of Merger and Reorganization, dated as of
January 26, 2000, by and among BroadVision, Infiniti Acquisition Sub, Inc., a
Massachusetts corporation and a wholly-owned subsidiary of BroadVision ("Merger
Sub"), and Interleaf, Inc., a Massachusetts corporation ("Interleaf"). This
opinion is being furnished in connection with a Registration Statement on Form
S-4 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering the offer and sale of up to 2,608,343 shares of
common stock (the "Shares"), to be issued in connection with the merger of
Merger Sub with and into Interleaf.
In rendering this opinion, we have examined the following documents (i) the
Company's Certificate of Incorporation and Bylaws, as amended and restated since
the inception of the Company; (ii) the minutes of the Board of Directors'
meeting convened on January 25, 2000; (iii) the Registration Statement; and (iv)
such other documents, legal opinions, precedents, corporate and other records of
the Company, and certificates of public officials and officers of the Company
that we have deemed necessary or appropriate to provide the basis for the below
opinion.
We are of the opinion that the Shares, which are being offered and sold by the
Company pursuant to the Registration Statement, when sold in the manner and for
the consideration contemplated by the Registration Statement, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters."
Very truly yours,
COOLEY GODWARD LLP
By: /s/ JAMIE E. CHUNG
- -------------------------------------------
Jamie E. Chung
<PAGE>
[LETTERHEAD]
April 13, 2000
BroadVision, Inc.
585 Broadway
Redwood City, California 94063
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement filed pursuant to Rule 462(b) (the "Rule 462(b)
Filing") under the Securities Act of 1933, as amended, which incorporates by
reference the Form S-4 Registration Statement (File No. 333-31756) (the
"Initial Registration Statement" and, together with the Rule 462(b) Filing,
the "Registration Statements") filed pursuant to the Agreement and Plan of
Merger and Reorganization dated as of January 26, 2000, (the "Reorganization
Agreement") by and among BroadVision, Inc., a Delaware corporation
("Parent"), Infiniti Acquisition Sub, Inc., a Massachusetts corporation and
wholly owned subsidiary of Parent ("Merger Sub"), and Interleaf, Inc., a
Massachusetts corporation (the "Company").
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to Parent in connection with the Merger. As such, and
for the purpose of rendering this opinion, we have examined, and are relying
upon (without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the statements, covenants, representations
and warranties contained in the following documents (including all exhibits and
schedules attached thereto):
(a) the Reorganization Agreement;
(b) the Registration Statements;
(c) those certain tax representation letters dated April 13, 2000, and
delivered to us by Parent, Merger Sub and the Company containing certain
representations of Parent, Merger Sub and the Company (the "Tax Representation
Letters"); and
(d) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and related to
the consummation of the Merger and the other transactions contemplated by the
Reorganization Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
<PAGE>
BroadVision, Inc.
April 13, 2000
Page Two
(a) Original documents submitted to us (including signatures thereto)
are authentic, documents submitted to us as copies conform to the original
documents, and that all such documents have been (or will be by the Effective
Time) duly and validly executed and delivered where due execution and delivery
are a prerequisite to the effectiveness thereof;
(b) All representations, warranties and statements made or agreed to
by Parent, Merger Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but not
limited to, those set forth in the Reorganization Agreement (including the
exhibits thereto) and the Tax Representation Letters are true and accurate at
all relevant times;
(c) All covenants contained in the Reorganization Agreement (including
exhibits thereto) and the Tax Representation Letters are performed without
waiver or breach of any material provision thereof;
(d) The Merger will be reported by Parent and the Company on their
respective federal income tax returns in a manner consistent with the opinion
set forth below; and
(e) Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are
of the opinion that, for federal income tax purposes, the discussion
contained in the Initial Registration Statement entitled "Certain United
States Federal Income Tax Considerations," which discussion is incorporated
by reference in the Rule 462(b) Filing, although it does not purport to
summarize all possible United States federal income tax consequences
applicable to the Merger, does constitute, in all material respects, a fair
and accurate summary of the United States federal income tax consequences
generally applicable to a shareholder of Company common stock who
participates in the Merger.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Reorganization Agreement. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger or the other
transactions contemplated by the Reorganization Agreement except as specifically
set forth herein, and this opinion may not be relied upon except with respect to
the consequences specifically discussed herein. No opinion is expressed as to
the federal income tax treatment that may be relevant to a particular investor
in light of personal circumstances or to certain types of
<PAGE>
BroadVision, Inc.
April 13, 2000
Page Three
investors subject to special treatment under the federal income tax laws (for
example, financial institutions, insurance companies, foreign individuals and
entities, tax-exempt entities, dealers in securities, persons who are subject to
the alternative minimum tax provisions of the Code, persons who acquired their
shares of Company capital stock pursuant to the exercise of an employee option
(or otherwise as compensation), persons whose shares of Company capital stock
are qualified small business stock for purposes of Section 1202 of the Code, or
persons who acquired Company capital stock as part of an integrated investment,
such as a "hedge," "straddle," or other risk reduction transaction, composed of
Company capital stock and one or more other positions).
No opinion is expressed as to any transaction other than the Merger as described
in the Reorganization Agreement, or as to any transaction whatsoever, including
the Merger, if all of the transactions described in the Reorganization Agreement
are not consummated in accordance with the terms of the Reorganization Agreement
and without waiver of any material provision thereof. To the extent that any of
the representations, warranties, statements and assumptions material to our
opinion and upon which we have relied are not accurate and complete in all
material respects at all relevant times, our opinion would be adversely affected
and should not be relied upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes or interpretations would
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is being delivered solely in connection with the filing of the
Rule 462(b) Filing. It is intended for the benefit of Parent and may not be
relied upon or utilized for any other purpose or by any other person and may not
be made available to any other person without our prior written consent.
<PAGE>
BroadVision, Inc.
April 13, 2000
Page Four
We consent to the reference to our firm under the caption "Certain United
States Federal Income Tax Considerations" in the Proxy Statement included in
the Initial Registration Statement, which is incorporated by reference in the
Rule 462(b) Filing, and to the reproduction and filing of this opinion as an
exhibit to the Rule 462(b) Filing.
Sincerely,
COOLEY GODWARD LLP
/s/ Webb B. Morrow III
WBM:ls
<PAGE>
April 13, 2000
Interleaf, Inc.
62 Fourth Avenue
Waltham, Massachusetts 08457
Re: Registration Statement of Interleaf, Inc.
PURSUANT TO RULE 462(b)
Ladies and Gentlemen:
We have acted as counsel to Interleaf, Inc., a
Massachusetts corporation ("INTERLEAF"), in connection with the preparation
of the Registration Statement on Form S-4 filed pursuant to Rule 462(b) (the
"RULE 462(b) FILING") under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the Registration Statement on Form S-4 (File No.
333-31756) (the "ORIGINAL REGISTRATION STATEMENT" and, together with the Rule
462(b) Filing, the "REGISTRATION STATEMENTS") filed by BroadVision, Inc., a
Delaware corporation ("BROADVISION"), with the Securities and Exchange
Commission (the "COMMISSION") under the Securities Act, on April 13, 2000 and
March 6, 2000, respectively, with respect to the Agreement and Plan of
Merger, dated January 26, 2000 (the "MERGER AGREEMENT"), among BroadVision,
Infiniti Acquisition Sub, a Massachusetts corporation and a wholly- owned
subsidiary of BroadVision ("INFINITI"), and Interleaf, and the merger (the
"MERGER") contemplated thereby. All capitalized terms used herein, unless
otherwise specified, shall have the same meanings as set forth in the
Registration Statements.
In connection with our opinion, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
Merger Agreement, the Registration Statements and such other documents,
certificates and records as we
<PAGE>
Interleaf, Inc.
April 13, 2000
Page 2
have deemed necessary or appropriate as a basis for the opinion set forth
below. We have assumed that the Merger will be consummated in accordance
with the Merger Agreement, the Registration Statements and such other
documents, certificates and records and that statements as to factual matters
contained therein are true, correct and complete and will continue to be
true, correct and complete through the Effective Time of the Merger. In
rendering our opinion, we have also relied upon statements and
representations of officers and other representatives of BroadVision,
Infiniti and Interleaf and have assumed that such statements and
representations are true without regard to any qualification as to knowledge
or belief and will continue to be true without regard to any qualification as
to knowledge or belief through the Effective Time of the Merger.
For purposes of our opinion, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the originals of such latter
documents. We have also assumed that the Merger will qualify as a statutory
merger under the laws of the Commonwealth of Massachusetts.
In rendering our opinion, we have relied upon the Internal
Revenue Code of 1986, as amended, Treasury Regulations, judicial decisions,
published positions of the Internal Revenue Service and such other
authorities as we have considered relevant, all as in effect as of the date
of this opinion and all of which are subject to differing interpretations or
change at any time (possibly with retroactive effect). A change in the
authorities upon which our opinion is based could affect our conclusions.
Based upon and subject to the foregoing, we are of the
opinion that although the discussion set forth in the Original Registration
Statement under the heading "Certain U.S. Federal Income Tax Considerations,"
which discussion is incorporated by reference in the Rule 462(b) Filing, does
not purport to summarize all possible United States federal income tax
consequences applicable to the Merger, such discussion constitutes, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences generally applicable to a stockholder of Interleaf
common stock who participates in the Merger.
We express no opinion as to United States federal income tax
<PAGE>
Interleaf, Inc.
April 13, 2000
Page 3
consequences other than as set forth above or as to any state, local or
foreign tax consequences. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of changes of the facts stated
or assumed herein or any subsequent changes in applicable law.
We hereby consent to the filing of this opinion as Exhibit
8.2 to the Rule 462(b) Filing. We also consent to the use of our name as set
forth in the Original Registration Statement under the heading "Legal
Matters," which is incorporated by reference in the Rule 462(b) Filing. In
giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act,
or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
EXHIBIT 23.4
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors and Stockholders
BroadVision, Inc.:
We consent to incorporation herein by reference in the registration
statement on Form S-4 of BroadVision, Inc., of our reports dated January 26,
1999, except as to the section of Note 1 entitled "Stock Splits," which is as
of March 13, 2000, relating to the consolidated balance sheet of BroadVision,
Inc. and subsidiaries as of December 31, 1998, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of
the years in the two-year period ended December 31, 1998, and the related
financial statement schedule, which reports appear in the December 31, 1999,
annual report on Form 10-K of BroadVision, Inc. We also consent to the
references to our firm under the headings "Selected Historical Consolidated
Financial Information" and "Experts" in the prospectus.
/s/ KPMG LLP
Mountain View, California
April 12, 2000
<PAGE>
EXHIBIT 23.5
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 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.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 12, 2000
<PAGE>
EXHIBIT 23.6
Consent of Independent Auditors
We consent to the incorporation by reference to our firm under the caption
"Experts" and to the use 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 the proxy statement/prospectus
of Interleaf, Inc. that is made a part of the registration statement on Form
S-4 of BroadVision, Inc.
/s/ Ernst & Young LLP
Boston, Massachusetts
April 11, 2000
<PAGE>
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders of BroadVision, Inc.:
As independent public accoutants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 24,
2000, except with respect to the matter discussed in the section entitled
"stock splits" in Note 1, as to which the date is March 13, 2000, included in
BroadVision Inc.'s Form 10-K for the year ended December 31, 1999.
/s/ Arthur Andersen LLP
San Jose, California
April 13, 2000
