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)
(Amendment No. 4)
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.
/X/ 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: $29,362 Filing party: BroadVision, Inc.
Form or Registration No.: Schedule TO Date filed: April 25, 2001
/ / 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. / /
INTRODUCTORY STATEMENT
This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on April 25, 2001,
relating to our offer to exchange certain options to purchase shares of our
common stock, par value $0.0001 per share upon the terms and subject to the
conditions described in the Offer to Exchange dated April 25, 2001, as
amended hereto by the Offer to Exchange dated May 11, 2001.
ITEM 12 EXHIBITS.
(a) (1) Offer to Exchange, dated May 11, 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.
(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)** E-mail Communication to BroadVision, Inc. Employees,
dated May 2, 2001.
(14)*** E-mail Communication to BroadVision, Inc. Employees,
dated May 4, 2001.
(15) E-mail Communication to BroadVision, Inc. Employees,
dated May 11, 2001.
(16) Webcast Home Page
(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.
* previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on April 25, 2001.
** previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 2, 2001.
*** previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 7, 2001.
**** previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 8, 2001.
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: May 11, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
----------- -----------
(a)(1) Offer to Exchange, dated May 11, 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)** E-mail Communication to BroadVision, Inc. Employees, dated
May 2, 2001.
(a)(14)*** E-mail Communication to BroadVision, Inc. Employees, dated
May 4, 2001.
(a)(15) E-mail Communication to BroadVision, Inc. Employees, dated
May 11, 2001.
(a)(16) Webcast Home Page
(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.
(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.
* previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on April 25, 2001.
** previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 2, 2001.
*** previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 7, 2001.
**** previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 8, 2001.