SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BROADVISION, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
111412-10-2
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Copies to:
SCOTT C. NEELY, ESQ. KENNETH L. GUERNSEY, ESQ.
VICE PRESIDENT JAMIE E. CHUNG, ESQ.
GENERAL COUNSEL VIRGINIA C. EDWARDS, ESQ.
BROADVISION, INC. COOLEY GODWARD LLP
585 BROADWAY ONE MARITIME PLAZA, 20TH FLOOR
REDWOOD CITY, CA 94063 SAN FRANCISCO, CA 94111
(650) 261-5100 (415) 693-2000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$146,809,682 $29,362
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 33,427,849 shares of common stock of
BroadVision, Inc. having an aggregate value of $146,809,682 as of April 23,
2001 will be exchanged and/or cancelled pursuant to this offer. The aggregate
value of such options was calculated based on the Black-Scholes option
pricing model. The number of options, the aggregate value of the options and
the filing fee are based on the number of outstanding options that have an
exchange price above the closing price of our common stock on April 23, 2001.
The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the transaction.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing party: Not applicable
Form or Registration No.: Not applicable Date filed: Not applicable
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. / /
ITEM 1. SUMMARY OF TERMS.
The information set forth under "Summary of Terms" in the Offer to
Exchange, dated April 27, 2001 (the "Offer to Exchange"), attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Our name is BroadVision, Inc., we are a Delaware corporation (the
"Company"), and the address and telephone number of our principal executive
office is 585 Broadway, Redwood City, California, 94063, (650) 261-5100.
(b) The information set forth in the Offer to Exchange under "Summary of
Terms," Section 1 ("Number of Options; Expiration Date"), Section 5 ("Acceptance
of Options for Exchange and Cancellation and Issuance of New Options") and
Section 8 ("Source and Amount of Consideration; Terms of New Options") is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7
("Price Range of Common Stock") is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 2(a) above is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Exchange under "Summary of
Terms," Section 1 ("Number of Options; Expiration Date"), Section 3
("Procedures"), Section 4 ("Change in Election"), Section 5 ("Acceptance of
Options for Exchange and Cancellation and Issuance of New Options"), Section 6
("Conditions of the Offer"), Section 8 ("Source and Amount of Consideration;
Terms of New Options"), Section 9 ("Interests of Directors and Officers;
Transactions and Arrangements Involving the Options"), Section 10 ("Status of
Options Acquired by Us in the Offer), Section 11 ("Legal Matters; Regulatory
Approvals"), Section 12 ("Material U.S. Federal Income Tax Consequences") and
Section 13 ("Extension of Offer; Termination; Amendment") is incorporated herein
by reference.
(b) The information set forth in the Offer to Exchange under Section 9
("Interests of Directors and Officers; Transactions and Arrangements Involving
the Options") is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.
(e) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options") is incorporated
herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 5
("Acceptance of Options for Exchange and Cancellation and Issuance of New
Options") and Section 10 ("Status of Options Acquired by Us in the Offer") is
incorporated herein by reference.
(c) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options") and Section 14
("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Not applicable.
(b) The information set forth in the Offer to Exchange under Section 9
("Interests of Directors and Officers; Transactions and Arrangements Involving
the Options") is incorporated herein by reference.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Exchange under Section 14
("Fees and Expenses") is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Exchange under Section 15
("Information About BroadVision") and Section 16 ("Additional Information").
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Exchange under Section 9
("Interests of Directors and Officers; Transactions and Arrangements Involving
the Options") and Section 11 ("Legal Matters; Regulatory Approvals") is
incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS.
(a) (1) Offer to Exchange, dated April 25, 2001.
(2) Form of Election Form.
(3) Form of Election Confirmation.
(4) Form of Election Confirmation.
(5) Election Form Login Page.
(6) Website Summary Section.
(7) Website Question & Answer Section.
(8) Website Glossary of Terms Section.
(9) E-mail Communication to BroadVision, Inc. Employees, dated
April 25, 2001.
2.
(10) Script for Webcast Presentation to BroadVision, Inc. Employees
on April 25, 2001.
(11) Materials used in Webcast Presentation to BroadVision, Inc.
Employees on April 25, 2001.
(12) BroadVision, Inc. Annual Report on Form 10-K for its fiscal year
ended December 31, 2000, filed with the Securities and Exchange Commission on
April 2, 2001 and incorporated herein by reference.
(13) BroadVision, Inc. Press Release announcing voluntary stock
option exchange program, dated April 25, 2001.
(b) Not applicable.
(d) (1) BroadVision, Inc. Equity Incentive Plan. Exhibit A to BroadVision,
Inc.'s Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on May 25, 2000 and incorporated herein by reference.
(2) BroadVision, Inc. 2000 Non-Officer Equity Incentive Plan.
Exhibit 99.4 to BroadVision, Inc.'s Registration Statement on Form S-8 (file No.
333-35114), filed with the Securities and Exchange Commission on April 19, 2000
and incorporated herein by reference.
(3) 1993 Interleaf Stock Option Plan. Exhibit 99.5 to BroadVision,
Inc.'s Registration Statement on Form S-8 (file No. 333-35114), filed with the
Securities and Exchange Commission on April 19, 2000 and incorporated herein by
reference.
(4) 1994 Interleaf Employee Stock Option Plan. Exhibit 99.7 to
BroadVision, Inc.'s Registration Statement on Form S-8 (file No. 333-35114),
filed with the Securities and Exchange Commission on April 19, 2000 and
incorporated herein by reference.
(5) Form of Incentive Stock Option Agreement pursuant to the
BroadVision, Inc. Equity Incentive Plan. Exhibit 10.3 to BroadVision, Inc.'s
Registration Statement on Form S-3 (file No. 333-3844), filed with the
Securities and Exchange Commission on April 19, 1996.
(6) Form of Nonstatutory Stock Option Agreement pursuant to the
BroadVision, Inc. Equity Incentive Plan. Exhibit 10.4 to BroadVision, Inc.'s
Registration Statement on Form S-3 (file No. 333-3844), filed with the
Securities and Exchange Commission on April 19, 1996.
(7) Form of Nonstatutory Stock Option Agreement pursuant to the
BroadVision, Inc. 2000 Non-Officer Equity Incentive Plan.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
3.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
BROADVISION, INC.
/s/ RANDALL BOLTEN
-----------------------
Randall Bolten
Chief Financial Officer
Date: April 25, 2001
4.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1) Offer to Exchange, dated April 25, 2001.
(a)(2) Form of Election Form.
(a)(3) Form of Election Confirmation.
(a)(4) Form of Election Confirmation.
(a)(5) Election Form Login Page.
(a)(6) Website Summary Section.
(a)(7) Website Question & Answer Section.
(a)(8) Website Glossary of Terms Section.
(a)(9) E-mail Communication to BroadVision, Inc. Employees, dated
April 25, 2001.
(a)(10) Script for Webcast Presentation to BroadVision, Inc. Employees
on April 25, 2001.
(a)(11) Materials used in Webcast Presentation to BroadVision, Inc.
Employees on April 25, 2001.
(a)(12) BroadVision, Inc. Annual Report on Form 10-K for its fiscal
year ended December 31, 2000, filed with the Securities and
Exchange Commission on April 2, 2001 and incorporated herein
by reference.
(a)(13) BroadVision, Inc. Press Release announcing voluntary stock
option exchange program, dated April 25, 2001.
(b) Not applicable.
(d)(1) BroadVision, Inc. Equity Incentive Plan. Exhibit A to
BroadVision, Inc.'s Proxy Statement on Schedule 14A, filed
with the Securities and Exchange Commission on May 25, 2000
and incorporated herein by reference.
(d)(2) BroadVision, Inc. 2000 Non-Officer Equity Incentive Plan.
Exhibit 99.4 to BroadVision, Inc.'s Registration Statement
on Form S-8 (file No. 333-35114), filed with the Securities
and Exchange Commission on April 19, 2000 and incorporated
herein by reference.
(d)(3) 1993 Interleaf Stock Option Plan. Exhibit 99.5 to
BroadVision, Inc.'s Registration Statement on Form S-8
(file No. 333-35114), filed with the Securities and
Exchange Commission on April 19, 2000 and incorporated
herein by reference.
(d)(4) 1994 Interleaf Employee Stock Option Plan. Exhibit 99.7 to
BroadVision, Inc.'s Registration Statement on Form S-8 (file
No. 333-35114), filed with the Securities and Exchange
Commission on April 19, 2000 and incorporated herein by
reference.
(d)(5) Form of Incentive Stock Option Agreement pursuant to the
BroadVision, Inc. Equity Incentive Plan. Exhibit 10.3 to
BroadVision, Inc.'s Registration Statement on Form S-3 (file
No. 333-3844), filed with the Securities and Exchange
Commission on April 19, 1996.
5.
(d)(6) Form of Nonstatutory Stock Option Agreement pursuant to the
BroadVision, Inc. Equity Incentive Plan. Exhibit 10.4 to
BroadVision, Inc.'s Registration Statement on Form S-3 (file
No. 333-3844), filed with the Securities and Exchange
Commission on April 19, 1996.
(d)(7) Form of Nonstatutory Stock Option Agreement pursuant to the
BroadVision, Inc. 2000 Non-Officer Equity Incentive Plan.
(g) Not applicable.
(h) Not applicable.
6.