BROADVISION,
INC.
1600
Seaport Boulevard
Suite
550, North Building
Redwood
City, California 94063
_____________________________________________
INFORMATION
STATEMENT
_____________________________________________
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
This
Information Statement is being furnished to you, as a record holder of common
stock, par value $0.0001 per share (the “Common
Stock”) of BroadVision, Inc., a Delaware corporation (the “Company,”
“we,”
“our” or
“us”) to
inform you of (i) the approval on September 5, 2008 of resolutions by our
Board of Directors (the “Board”)
proposing an amendment (the “Certificate of
Amendment”) to our Amended and Restated Certificate of
Incorporation, as amended to date, to (A) effect a reverse split of the Common
Stock (the “Reverse
Split”) pursuant to which each 25 shares of Common Stock registered in
the name of a stockholder holding at least 25 shares of Common Stock immediately
prior to the effective time of the Reverse Split will be converted and combined
into one share of Common Stock and (B) decrease the number of authorized shares
of Common Stock from 280,000,000 shares to 11,200,000 shares and the number of
authorized shares of all classes of stock of the Company from 281,000,000 shares
to 12,200,000 shares (the “Authorized Share
Reduction”) and (ii) our receipt of written consents effective as of
September 9, 2008 approving such amendment by the requisite
stockholders.
You
are urged to read this Information Statement in its entirety for a description
of the Reverse Split and the Authorized Share Reduction.
Under
Section 228 of the Delaware General Corporation Law (the “DGCL”),
any action that can be taken at an annual or special meeting of stockholders may
be taken without a meeting, without prior notice and without a vote, if the
holders of outstanding stock having not less than the minimum number of votes
that are necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted consented to such action
in writing. In order to eliminate the costs and management time involved in
holding a special meeting and in order to effect and ratify the Reverse Split
and the Authorized Share Reduction as early as possible in order to accomplish
the purposes described in this Information Statement, we obtained written
consents approving the Reverse Split and the Authorized Share Reduction from
holders of the requisite voting power.
As of the
Record Date, there were 109,508,316 shares of Common Stock and no shares of
Preferred Stock issued and outstanding. Each holder of record of Common Stock is
entitled to one vote per share of Common Stock. Stockholders
holding 57,859,644 shares of our issued and outstanding Common Stock, or
52.8% of the total Common Stock class vote (the “Consenting
Holders”), have approved the Reverse Split and the Authorized Share
Reduction. The resolutions adopted by the Board and the written
consents of the stockholders grant us the authority to file the Certificate of
Amendment.
As the matters set
forth in this Information Statement have been duly authorized and approved by
the written consent of the holders of a majority of our issued and outstanding
voting securities, we are not seeking any consent, authorization or proxy from
you. This Information
Statement is being furnished pursuant to the requirements of Rule 14c-2 of the
Securities Exchange Act of 1934, as amended (the ‘‘Exchange
Act’’), and the provisions of the Delaware General Corporation Law
(the “DGCL”), to our stockholders who would
otherwise have been entitled to vote or give an authorization or consent in
regard to the Reverse Split, solely for the purpose of informing stockholders of
the Reverse Split and the Authorized Share Reduction described herein before
they take effect. This Information Statement also serves as notice of the action
taken by stockholders without a meeting, pursuant to Section 228(e) of
the DGCL. The
Board has fixed September 9, 2008 as the record date for the determination
of stockholders entitled to notice of the action by written consent (the
‘‘Record
Date’’).
This Information Statement is first being mailed on September __,
2008 to our stockholders of record as of the September 9, 2008 Record Date.
Pursuant to Rule 14c-2 under the Exchange Act, the corporate action
authorized by our majority stockholders can be taken no sooner than 20 calendar
days after the accompanying Information Statement is first mailed to the
Company’s stockholders. Accordingly, following expiration of such 20-day period,
we anticipate filing with the Delaware Secretary of State the Certificate of
Amendment, implementing the Reverse Split and Authorized Share Reduction in the
manner so authorized, on October __, 2008, or as soon thereafter as practicable.
This Information Statement also serves as notice of the action taken by
stockholders without a meeting, pursuant to Section 228(e) of the
DGCL.
This
Information Statement is dated September __, 2008 and is first being mailed to
our stockholders on or about September __, 2008. We will pay the expenses of
furnishing this Information Statement to stockholders, including the cost of
preparing, assembling and mailing this Information Statement.
Corporate
Action Taken - Reverse Stock Split
Board
Authorization
On
September 5, 2008, the Board authorized the Certificate of Amendment,
subject to stockholder approval, to effect the Reverse Split at a reverse split
ratio of 1-for-25 (the “Split
Ratio”), with the primary
intent of increasing the per-share trading price of our Common Stock, which is
publicly listed on the OTC Bulletin Board (the ‘‘OTCBB’’)
under the symbol ‘‘BVSN,’’ as more fully discussed under the caption ‘‘Reasons
For The Reverse Stock Split,’’ below.
The
Action by Written Consent
On
September 9, 2008, holders of the requisite voting power delivered to the
Company executed written consents of stockholders approving the Certificate of
Amendment (the ‘‘Written
Consent’’), in accordance with Section 228 of the DGCL. As of such
date, the Consenting Holders held 52.8% of the total voting power of all
outstanding shares of the Company’s stock.
Voting
and Vote Required
As the matters set forth in this
Information Statement have been duly authorized and approved by the written
consent of the holders of a majority of our issued and outstanding voting
securities, we are not seeking any consent, authorization or proxy from you.
Section 228 of the DGCL provides that
the written consent of the holders of outstanding shares of voting capital
stock, having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for a meeting. Approval
by a majority of the outstanding voting power of our shares of Common Stock
present and voting on the matter at a meeting would be required to approve the
Reverse Split and Authorized Share Reduction, which approval has been duly
secured by written consent executed and delivered to us by the Consenting
Holders, as noted above.
On
September 9, 2008, there were issued and outstanding 109,508,316
shares of Common Stock, entitled to one vote per share, and no shares of
preferred stock. On September 9, 2008, the Consenting Holders
owned 57,859,644 shares of Common Stock, or 52.8% of the voting power of
all outstanding shares of the Company’s stock. Accordingly, the Written Consent
executed by the Consenting Holders pursuant to DGCL Section 228 and delivered to
us is sufficient to approve the Reverse Split and requires no further
stockholder vote or other action.
Notice
Pursuant to DGCL Section 228
Pursuant
to DGCL Section 228, we are required to provide prompt notice of the taking of a
corporate action by written consent to our stockholders who have not consented
in writing to such action. This Information Statement serves as the notice
required by DGCL Section 228.
Dissenters’
Rights of Appraisal
The
DGCL does not provide dissenters’ rights of appraisal to our stockholders in
connection with the matters approved by the Written Consent.
Cost
of this Information Statement
The
entire cost of furnishing this Information Statement will be borne by us. We
will request brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward this Information Statement to the beneficial owners of our
Common Stock held of record by them.
Householding
of Stockholder Materials
The
SEC has adopted rules that permit companies and intermediaries (e.g., brokers)
to satisfy the delivery requirements for proxy statements, information
statements and annual reports with respect to two or more stockholders sharing
the same address by delivering a single proxy statement addressed to those
stockholders. This process, which is commonly referred to as “householding,”
potentially means extra convenience for stockholders and cost savings for
companies.
This
year, a number of brokers with account holders who are our stockholders will be
“householding” our proxy and other stockholder materials. A single information
statement will be delivered to multiple stockholders sharing an address unless
contrary instructions have been received from the affected stockholders. Once a
stockholder has received a broker notice that it will be “householding”
communications to that stockholder's address, “householding” will continue until
the stockholder is notified otherwise or until consent is revoked. If, at any
time, the stockholder no longer wishes to participate in “householding” and
would prefer to receive a separate proxy statement, information statement and
copy of other stockholder materials, that stockholder should notify the broker
or direct a written request to: Corporate Secretary, BroadVision, Inc., 1600
Seaport Boulevard, Suite 550, North Building, Redwood City, California 94063 or
contact Investor Relations at (650) 331-1000. Stockholders who currently receive
multiple copies of stockholder materials at their address and would like to
request “householding” of their communications should contact their
broker.
APPROVAL
OF THE CERTIFICATE OF AMENDMENT TO EFFECT THE REVERSE SPLIT
The
Certificate of Amendment to effect the Reverse Split at a Split Ratio of
1-for-25 was approved by the Board and submitted for stockholder approval by the
Board on September 5, 2008. On September 9, 2008, the Consenting
Holders executed the Written Consent authorizing the Certificate of Amendment.
Accordingly, we have secured the necessary authorization for the Certificate of
Amendment as required by Section 242 of the DGCL.
The
Amendment
The
Amendment would effect a Reverse Split of the shares of our Common Stock at a
Split Ratio of 1-for-25. To avoid the existence of fractional shares of our
Common Stock, holders of shares that would otherwise result in fractional shares
from the application of the Split Ratio will be paid cash in lieu of fractional
shares, based upon the closing sales price of the Company’s stock as reported on
the OTCBB as of the date the Certificate of Amendment is filed with the
Secretary of State of the State of Delaware. The par value of our Common Stock
will remain at $0.0001 per share, respectively (see ‘‘Effects of the Reverse
Stock Split,’’ below).
As
of September 9, 2008, 109,508,316 shares of our Common Stock were issued
and outstanding. Based on the number of shares of our Common Stock currently
issued and outstanding, immediately following the completion of the Reverse
Split, based upon the 1-for-25 Split Ratio, we would have
approximately 4,380,332 shares of Common Stock issued and
outstanding.
Effective
Date
The
Effective Date of the Reverse Split (the ‘‘Effective
Date’’) will be 5:00 p.m. Eastern Time on the date the Certificate
of Amendment is accepted and recorded by the Delaware Secretary of State in
accordance with Section 103 of the DGCL, which is anticipated to be on or after
October __, 2008, but in no case will the Effective Date be earlier than
20 calendar days after the date this Information Statement is first mailed
to stockholders.
Reasons
For The Reverse Stock Split
We
believe that the Reverse Split should make our Common Stock more attractive to a
broader range of institutional and other investors, as the current market price
of our Common Stock may affect its acceptability to certain institutional
investors, professional investors and other members of the investing public.
However, some investors may view the Reverse Split negatively since it reduces
the number of shares of our Common Stock available in the public
market.
Reducing
the number of outstanding shares of Common Stock through the Reverse Split is
intended, absent other factors, to increase the per-share market price of our
Common Stock. However, other factors, such as our financial results, market
conditions and the market perception of our business may adversely affect the
market price of our Common Stock. As a result, there can be no assurance that
the Reverse Split, if completed, will result in the intended benefits described
above, that the market price of our Common Stock will increase following the
Reverse Split or that the market price of our Common Stock will not decrease in
the future.
Effects
Of The Reverse Split
General
If
we determine, upon the effectiveness of the Written Consent, to implement the
Reverse Split, the principal result will be to decrease the number of
outstanding shares of our Common Stock based on the 1-for-25 Split Ratio. Our
Common Stock is currently registered under Sections 12(b) and 12(g) of the
Exchange Act, and we are subject to the periodic reporting and other
requirements of the Exchange Act. The Reverse Split will not affect the
registration of our Common Stock under the Exchange Act or the listing of our
Common Stock on the OTCBB. Following the Reverse Split, our Common Stock will
continue to be listed under the symbol ‘‘BVSN,’’ although it will be considered
a new listing with a new CUSIP number.
Effect
On Authorized Shares
As
of September 9, 2008, our authorized capital stock consisted of 280,000,000
shares of Common Stock and 1,000,000 shares of preferred stock. Upon the
Effective Date, the Certificate of Amendment will decrease to 11,200,000 the
authorized number of shares of Common Stock but will not affect the authorized
number of shares of preferred stock. Excepting the effect of cashing
out stockholders due to fractional share ownership, the Authorized Share
Reduction generally maintains the rate of issued and outstanding shares of
Common Stock to authorized shares of Common Stock immediately prior to and
following the Reverse Split.
Reduction
In Stated Capital
Pursuant
to the Reverse Split, the par value of our Common Stock will remain $0.0001 per
share. As a result of the Reverse Split, on the Effective Date, the stated
capital on our balance sheet attributable to our Common Stock will be reduced in
proportion to the size of the Reverse Split, and the additional paid-in capital
account shall be credited with the amount by which the stated capital is
reduced. Our stockholders’ equity, in the aggregate, will remain
unchanged.
Fractional
Shares
Stockholders
should be aware that, under the escheat laws of various jurisdictions, sums due
for fractional interests that are not timely claimed after the Effective Date
may be required to be paid to the designated agent for each such jurisdiction,
unless correspondence has been received by us or our transfer agent concerning
ownership of such funds within the time permitted in such jurisdiction.
Thereafter, if applicable, stockholders otherwise entitled to receive such
funds, but who do not receive them due to, for example, their failure to timely
comply with our transfer agent’s instructions (described below), will have to
seek to obtain such funds directly from the state to which they were
paid.
Exchange
of Stock Certificates
If
the Reverse Split is effected, stockholders holding certificated shares will be
required to exchange their old stock certificates (“Old Stock
Certificates”) for new
stock certificates (“New Stock
Certificates”)
representing the appropriate number of shares of our Common Stock,
as the case may be, resulting from the Reverse Split. Stockholders of record on
the Effective Date will be furnished the necessary materials and instructions
for the surrender and exchange of share certificates at the appropriate time by
Computershare Trust Company, N.A., our transfer agent. Stockholders will not
have to pay any transfer fee or other fee in connection with such exchange. As
soon as practicable after the Effective Date, the transfer agent will send a
letter of transmittal to each stockholder advising such holder of the procedure
for surrendering certificates representing the number of shares of our Common
Stock, as the case may be, prior to the Reverse Split in exchange for New Stock
Certificates representing the number of shares of our Common Stock, as the case
may be, resulting from the Reverse Split.
YOU
SHOULD NOT SEND YOUR OLD STOCK CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY AFTER
YOU RECEIVE THE LETTER OF TRANSMITTAL FROM OUR TRANSFER AGENT.
As
soon as practicable after the surrender to the transfer agent of any Old Stock
Certificate, together with a duly executed letter of transmittal and any other
documents the transfer agent may specify, the transfer agent will deliver to the
person in whose name such Old Stock Certificate had been issued a New Stock
Certificate.
Until
surrendered as contemplated herein, each Old Stock Certificate shall be deemed
at and after the Effective Date to represent the number of full shares of our
Common Stock, as the case may be, resulting from the Reverse Split. Until they
have surrendered their Old Stock Certificates for exchange, stockholders will
not be entitled to receive any dividends or other distributions, if any, that
may be declared and payable to holders of record.
No
service charges, brokerage commissions or transfer taxes shall be payable by any
holder of any Old Stock Certificate, except that if any New Stock Certificate is
to be issued in a name other than that in which the Old Stock Certificate is
registered, it will be a condition of such issuance that (1) the person
requesting such issuance must pay to us any applicable transfer taxes or
establish to our satisfaction that such taxes have been paid or are not payable,
(2) the transfer complies with all applicable federal and state securities laws,
and (3) the surrendered certificate is properly endorsed and otherwise in proper
form for transfer.
No
Appraisal Rights
Stockholders
have no rights under Delaware law, our Amended and Restated Certificate of
Incorporation, as amended to date, or our bylaws to exercise dissenters’ rights
of appraisal with respect to the Reverse Split.
Certain
Federal Income Tax Consequences of the Reverse Stock Split
The
following discussion is a summary of certain federal income tax consequences of
the Reverse Split to us and to holders of our Common Stock that hold such stock
as a capital asset for federal income tax purposes. This discussion is based on
laws, regulations, rulings and decisions in effect on the date hereof, all of
which are subject to change (possibly with retroactive effect) and to differing
interpretations. This discussion applies only to holders that are U.S. persons
and does not address all aspects of federal income taxation that may be relevant
to holders in light of their particular circumstances or to holders who may be
subject to special tax treatment under the Internal Revenue Code of 1986, as
amended, including, without limitation, holders who are dealers in securities or
foreign currency, foreign persons, insurance companies, tax-exempt
organizations, banks, financial institutions, broker-dealers, holders who hold
our Common Stock as part of a hedge, straddle, conversion or other risk
reduction transaction, or who acquired our Common Stock pursuant to the exercise
of compensatory stock options, the vesting of previously restricted shares of
stock or otherwise as compensation.
We
have not sought, and will not seek, an opinion of counsel or a ruling from the
Internal Revenue Service regarding the federal income tax consequences of the
Reverse Split. The following summary does not address the tax consequences of
the Reverse Split under foreign, state, or local tax laws. ACCORDINGLY, EACH
HOLDER OF COMMON STOCK SHOULD CONSULT HIS, HER OR ITS TAX ADVISOR WITH RESPECT
TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH
HOLDER.
The
federal income tax consequences for a holder of our Common Stock pursuant to the
Reverse Split will be as follows:
1.
the holder should not recognize any gain or loss for federal income tax purposes
(except for cash, if any, received in lieu of a fractional share of Common
Stock);
2.
the holder’s aggregate tax basis of the Common Stock received pursuant to the
Reverse Split, including any fractional share of the Common Stock not actually
received, should be equal to the aggregate tax basis of such holder’s Common
Stock surrendered in exchange therefor;
3.
the holder’s holding period for the Common Stock received pursuant to the
Reverse Split should include such holder’s holding period for the Common Stock
surrendered in exchange therefor;
4.
cash payments received by the holder for a fractional share of Common Stock
generally should be treated as if such fractional share had been issued pursuant
to the Reverse Split and then redeemed by us, and such holder generally should
recognize capital gain or loss with respect to such payment, measured by the
difference between the amount of cash received and such holder’s tax basis in
such fractional share; and
5.
we should not recognize gain or loss as a result of the Reverse
Split.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial
Ownership of BroadVision Common Stock
The
following table sets forth certain information regarding the ownership of our
Common Stock as of September 1, 2008 by: (a) each current director and each
nominee for director; (b) each of the executive officers named in the
Summary Compensation Table; (c) all of our current executive officers and
directors as a group; and (d) all those known by us to be beneficial owners
of more than five percent of its Common Stock.
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Beneficial
Ownership(1)
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Beneficial
Owner
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Number
of
Shares(#)
|
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Percent
of
Total(%)
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Pehong
Chen (2)
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42,079,429 |
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37.8
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% |
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James
D. Dixon (3)
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124,386 |
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* |
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Robert
Lee (4)
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107,748 |
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* |
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François
Stieger (5)
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42,709 |
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* |
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Honu
Holdings, LLC (6)
1600
Seaport Blvd., North Bldg., Suite 550,
Redwood
City, CA 94063
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34,500,000 |
|
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31.5
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% |
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Funds
Associated with Palo Alto Investors LLC (7)
470
University Avenue
Palo
Alto, CA 94301
|
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17,484,659 |
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16.0
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% |
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All
Current Directors and Executive Officers as a group (5 persons)
(8)
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43,129,553 |
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38.6
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% |
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*Less than one
percent
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(1)
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This
table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the SEC.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable
percentages are based on 109,508,316 shares outstanding on September 1,
2008, adjusted as required by rules promulgated by the SEC. Our directors
and executive officers can be reached at BroadVision, Inc., 1600 Seaport
Blvd., Suite 550, North Bldg., Redwood City, California
94063.
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(2)
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Includes
5,874,985 shares held in trust by Dr. Chen and his wife for their benefit
and 1,704,444 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days of September 1, 2008. Also includes
34,500,000 shares held by Honu Holdings, LLC, of which Dr. Chen is the
sole member. Excludes 1,145,387 shares of Common Stock held in trust by
independent trustees for the benefit of Dr. Chen's
children.
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(3)
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Includes
60,000 shares of common stock issuable upon the exercise of stock options
exercisable within 60 days of September 1, 2008.
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(4)
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Includes
60,000 shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days of September 1, 2008. Also includes 1,039
shares held in trust by Mr. Lee and his wife for their
benefit.
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(5)
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Includes
20,000 shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days of September 1, 2008.
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(6)
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Dr.
Chen is the sole member of Honu Holdings, LLC.
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(7)
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Based
on Amendment No. 1 to Schedule 13G filed with the SEC on February 13,
2008, Palo Alto Investors, LLC, Palo Alto Investors and William Leland
Edwards have shared voting and disposition power with respect to
15,232,359 shares of Common Stock (the “PAI Shares”), and Mr. Edwards has
sole voting and disposition power with respect to an additional 49,111
shares of Common Stock. Palo Alto Fund II, L.P. has shared voting and
disposition power with respect to 7,073,059 of the PAI Shares and Micro
Cap Partners, L.P. shared voting and disposition power with respect to
6,526,200 of the PAI Shares.
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(8)
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Includes
the information contained in the notes above, as applicable, for our
directors and executive officers as of September 1, 2008. Also, includes
469,238 shares of Common Stock issuable upon the exercise of stock options
held by Shin-Yuan Tzou, our Chief Financial Officer, that are exercisable
within 60 days of September 1,
2008.
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FORWARD-LOOKING
STATEMENTS
This
Information Statement, as well as other public documents and statements of the
Company referred to herein, may contain forward-looking statements that involve
risks and uncertainties, which are based on the beliefs, expectations,
estimates, projections, forecasts, plans, anticipations, targets, outlooks,
initiatives, visions, objectives, strategies, opportunities, drivers and intents
of the Company’s management. While the Company believes that its estimates and
assumptions are reasonable, the Company cautions that it is very difficult to
predict the impact of known factors, and, of course, it is impossible for the
Company to anticipate all factors that could affect its results. The Company’s
actual results may differ materially from those discussed in such
forward-looking statements. Such statements include, without limitation, the
Company’s expectations and estimates (whether qualitative or quantitative) as
to:
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•
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our
consummation of the Reverse Split and Authorized Share Reduction and their
expected terms and conditions, as well as the timing, of such
transactions;
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•
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the
intended benefits of the Reverse Split, including that it is in the best
interests of the Company’s stockholders, should increase the per-share
trading price of our Common Stock and may make such stock more attractive
to a broader range of institutional and other investors;
and
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•
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the
market’s near and long term reaction to the Reverse
Split.
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Statements
that are not historical facts, including statements about the Company’s beliefs
and expectations, are forward-looking statements. Forward-looking statements can
be identified by, among other things, the use of forward-looking language such
as ‘‘estimate,’’ ‘‘contemplate,’’ ‘‘plan,’’ ‘‘target,’’ ‘‘believe,’’ ‘‘intend,’’
‘‘can,’’ ‘‘expect,’’ ‘‘anticipate,’’ ‘‘seek,’’ ‘‘may,’’ ‘‘will,’’ or ‘‘should’’
or the negative or third-person versions of those terms, or other variations of
those terms or comparable language, or by discussions of strategies, targets,
models or intentions. Forward-looking statements speak only as of the date they
are made, and except for the Company’s ongoing obligations under the U.S.
federal securities laws, the Company undertakes no obligation to publicly update
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Investors
are advised, however, to consult any additional disclosures the Company made or
may make in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, which the Company filed with the SEC on February
22, 2008, its Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, in each case filed with the SEC in 2008 and 2007 (which, among other
places, can be found on the SEC’s website at http://www.sec.gov). The
information available from time to time on such website shall not be deemed
incorporated by reference into this Information Statement. A number of important
factors could cause actual results to differ materially from those contained in
any forward-looking statement. In addition to factors that may be described in
the Company’s filings with the SEC, including this filing, the following
factors, among others, could cause the Company’s actual results to differ
materially from those expressed in any forward-looking statements made by the
Company:
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•
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difficulties,
delays, unanticipated costs or our inability to consummate the Reverse
Split on the expected terms and conditions or timeline;
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•
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difficulties,
delays or the inability to increase the per-share trading price of our
Common Stock as a result of the Reverse Split, including future decreases
in the price of our Common Stock due to, among other things, the
announcement of the Reverse Split or our inability to make such stock more
attractive to a broader range of institutional or other investors, such as
due to investors viewing the Reverse Split negatively or due to future
financial results, market conditions, the market perception of our
business or other factors adversely affecting the market price of our
Common Stock, notwithstanding the Reverse Split or otherwise, or less than
anticipated cost reductions; or
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•
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unanticipated
negative reactions to the Reverse Split or unanticipated circumstances or
results that could negatively affect interest in our Common Stock by the
investment community.
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Factors
other than those listed above could also cause the Company’s results to differ
materially from expected results.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read or copy any document we file at the public reference
room maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C.
20549. Copies of this information may also be obtained by mail from the SEC’s
Public Reference Branch at Room 1580, 100 F Street, N.E., Washington, D.C.
20549. In addition, our filings with the SEC are also available to the public on
the SEC’s internet website at http://www.sec.gov.
In
addition, if you have any questions about this Information Statement or if you
would like to request additional copies of this Information Statement or copies
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 or our Quarterly Reports on Form 10-Q for the
quarters ended March 31 or June 30, 2008, please send a written
request to Corporate Secretary, BroadVision, Inc., 1600 Seaport Boulevard, Suite
550, North Building, Redwood City, California 94063 or contact Investor
Relations at (650) 331-1000.
Annex
A
CERTIFICATE
OF AMENDMENT OF
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION OF
BROADVISION,
INC.
BroadVision,
Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify:
First: The
name of the Corporation is BroadVision, Inc.
Second: The
date on which the Certificate of Incorporation of the Corporation was originally
filed with the Secretary of State of the State of Delaware is May 13,
1993.
Third: The
Board of Directors of the Corporation, acting in accordance with the provisions
of Sections 141 and 242 of the General Corporation Law of the State of
Delaware, adopted resolutions amending its Amended and Restated Certificate of
Incorporation as follows:
1. The
first paragraph of Article IV shall be amended and restated to read in its
entirety as follows:
“IV.
A. This
corporation is authorized to issue two classes of stock to be designated,
respectively, “Common Stock” and “Preferred Stock.” The total number
of shares of all classes of stock which the corporation has the authority to
issue is Twelve Million Two Hundred Thousand (12,200,000) shares, consisting of
two classes: Eleven Million Two Hundred Thousand (11,200,000) shares
of Common Stock, $0.0001 par value per share, and One Million (1,000,000) shares
of Preferred Stock, $0.0001 par value per share. Effective at 5:00
p.m. Eastern Time on the date this Certificate of Amendment of Amended and
Restated Certificate of Incorporation is filed with the Secretary of State of
the State of Delaware, each twenty-five (25) shares of the Corporation’s
outstanding Common Stock issued and outstanding shall, automatically and without
any action on the part of the respective holders thereof, be combined and
converted into one (1) share of the Corporation’s Common Stock. No
fractional shares shall be issued and, in lieu thereof, any holder of less than
one share of Common Stock is entitled to receive cash for such holder’s
fractional share based upon the closing sales price of the Corporation’s stock
as reported on the OTC Bulletin Board as of the date this Certificate of
Amendment is filed with the Secretary of State of the State of
Delaware.”
Fourth: Thereafter
pursuant to a resolution of the Board of Directors, this Certificate of
Amendment was submitted for approval to stockholders of the Corporation holding
a sufficient number of shares to approve, and was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
In Witness
Whereof, BroadVision, Inc. has caused this Certificate of Amendment of
Amended and Restated Certificate of Incorporation to be signed by its President
and Chief Executive Officer this ____ day of ______________, 2008.
BroadVision,
Inc.
By: ___________________________
Pehong
Chen,
President
and Chief Executive Officer