UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
BroadVision,
Inc.
______________________
____________________
____________________(Exact
name of registrant as specified in its charter)
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Delaware
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94-3184303
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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1600
Seaport Blvd., Suite 550, North Bldg,
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94063
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Redwood
City, California
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(Address
of principal executive offices)
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(Zip
code)
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(650) 331-1000
(Registrant's
telephone number, including area code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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Common
Stock, par value $.0001 per share
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The
NASDAQ Stock Market LLC
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ý
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If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. ¨
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Securities
Act registration statement file number to which this form relates: N/A (if
applicable)
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Securities
to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION
REQUIRED IN REGISTRATION STATEMENT
BroadVision
Inc. (the “Company” or “BroadVision”) is filing this Form 8-A in connection with
the transfer of the listing of its common stock from the Over-The-Counter
Bulletin Board to the NASDAQ Stock Market LLC. This transfer is
expected to become effective on November 10, 2008.
Item
1. Description of Registrant’s Securities to be
Registered
The
authorized capital stock of the Company consists of 12,200,000 shares,
consisting of 11,200,000 shares of common stock having a par value of $.0001 per
share (the “Common Stock”) and 1,000,000 shares of preferred stock having a par
value of $.0001 per share (the “Preferred Stock”). The following
description of our Common Stock and Preferred Stock and certain provisions of
the Company’s Amended and Restated Certificate of Incorporation, as amended (the
“Certificate”), and Amended and Restated Bylaws (the “Bylaws”) is a summary and
is qualified in its entirety by the provisions of the Certificate and
Bylaws.
Common
Stock
Each
share of BroadVision common stock entitles its holder to one vote on all matters
to be voted upon by our stockholders. Subject to preferences that may apply to
any of our outstanding convertible preferred stock, holders of BroadVision
common stock will receive ratably any dividends our board of directors declares
out of funds legally available for that purpose. If we liquidate, dissolve or
wind up, the holders of common stock are entitled to share ratably in all assets
remaining after payment of liabilities and any liquidation preference of any of
our outstanding convertible preferred stock. BroadVision common stock has no
preemptive rights, conversion rights, or other subscription rights or redemption
or sinking fund provisions.
Preferred
Stock
As of
November 4, 2008, none of the shares of our preferred stock were
outstanding. Our board of directors has the authority, without
further action by our stockholders, to issue up to 1,000,000 shares of
preferred stock in one or more series. Our board of directors may designate the
rights, preferences, privileges and restrictions of the preferred stock,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preference, sinking fund terms, and number of shares
constituting any series or the designation of any series.
Corporate
Governance Matters
Certain
provisions of the Company's Certificate and Bylaws could have an effect of
delaying, deferring or preventing a change in control of the
Company. The following discussion is a general summary of material
provisions of the Company's Certificate and Bylaws, as currently in effect,
which may be deemed to have an "anti-takeover" effect. The following
description of certain of these provisions is necessarily general and is
qualified in its entirety by the provisions of the Certificate and
Bylaws.
Our
Certificate and Bylaws provide that:
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no
action can be taken by the stockholders except at an annual or special
meeting of stockholders called in accordance with the Bylaws or by written
consent in accordance with the Bylaws;
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the
approval of holders of a majority of the shares entitled to vote at an
election of directors will be required to adopt, amend or repeal our
bylaws;
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our
board of directors is expressly authorized to make, alter or repeal our
bylaws;
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in
general, stockholders may not call special meetings of the stockholders or
fill vacancies on the board of directors;
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our
board of directors is authorized to issue preferred stock without
stockholder approval;
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directors
may only be removed for cause by the holders of a majority of the shares
entitled to vote at an election of directors or without cause by the
holders of at least two-thirds shares entitled to vote at an election of
directors; and
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we
will indemnify officers and directors against losses that may incur
investigations and legal proceedings resulting from their services to us,
which may include services in connection with takeover defense
measures.
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Item
2.
Exhibits
None.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Registration Statement on Form 8-A to be signed
on its behalf by the undersigned, thereto duly authorized.
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BROADVISION,
INC.
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Date:
November 4, 2008
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By:
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/s/
Shin-Yuan Tzou
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Shin-Yuan
Tzou
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Chief
Financial Officer
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