þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
Delaware
|
|
94-3184303
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification Number)
|
|
|
|
1600 Seaport
Blvd., Suite 550, North Bldg,
|
|
94063
|
Redwood
City, California
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
1
|
||||
2
|
||||
3
|
||||
4
|
||||
12
|
||||
15
|
||||
15
|
||||
15 | ||||
15 | ||||
21 | ||||
21 | ||||
21 | ||||
21 | ||||
22 | ||||
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
*
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
51,347
|
$
|
52,884
|
||||
Short-term
investments
|
9,799
|
9,004
|
||||||
Accounts
receivable, net of reserves of $336 as of March 31, 2009 and
$366 as of December 31, 2008
|
6,059
|
8,167
|
||||||
Restricted
cash
|
20
|
20
|
||||||
Prepaids
and other
|
1,871
|
2,585
|
||||||
Total
current assets
|
69,096
|
72,660
|
||||||
Property
and equipment, net
|
468
|
514
|
||||||
Restricted
cash, net of current portion
|
1,000
|
1,000
|
||||||
Other
assets
|
476
|
563
|
||||||
Total
assets
|
$
|
71,040
|
$
|
74,737
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
924
|
$
|
1,251
|
||||
Accrued
expenses
|
5,149
|
5,415
|
||||||
Warrant
liability
|
186
|
155
|
||||||
Unearned
revenue
|
4,525
|
5,810
|
||||||
Deferred
maintenance
|
8,161
|
8,959
|
||||||
Total
current liabilities
|
18,945
|
21,590
|
||||||
Other
non-current liabilities
|
2,077
|
2,429
|
||||||
Total
liabilities
|
21,022
|
24,019
|
||||||
Stockholders’
equity:
|
||||||||
Convertible
preferred stock, $0.0001 par value; 1,000 shares authorized; none issued
and outstanding
|
-
|
-
|
||||||
Common
stock, $0.0001 par value; 11,200 shares authorized; 4,392 and 4,376 shares
issued and outstanding as of March 31, 2009 and December 31, 2008,
respectively
|
-
|
-
|
||||||
Additional
paid-in capital
|
1,259,008
|
1,258,604
|
||||||
Accumulated
other comprehensive loss
|
(961
|
)
|
(483
|
)
|
||||
Accumulated
deficit
|
(1,208,029
|
)
|
(1,207,403
|
)
|
||||
Total
stockholders’ equity
|
50,018
|
50,718
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
71,040
|
$
|
74,737
|
||||
*
Derived from audited consolidated financial statements filed in the
Company’s 2008 Annual Report on Form 10-K.
|
||||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Software
licenses
|
$
|
2,852
|
$
|
3,977
|
||||
Services
|
5,149
|
6,053
|
||||||
Total
revenues
|
8,001
|
10,030
|
||||||
Cost
of revenues:
|
||||||||
Cost
of software licenses
|
6
|
7
|
||||||
Cost
of services
|
1,964
|
2,253
|
||||||
Total
cost of revenues
|
1,970
|
2,260
|
||||||
Gross
profit
|
6,031
|
7,770
|
||||||
Operating
expenses:
|
||||||||
Research
and development
|
2,168
|
2,337
|
||||||
Sales
and marketing
|
2,036
|
1,885
|
||||||
General
and administrative
|
1,451
|
1,698
|
||||||
Restructuring
credits
|
(2
|
)
|
(18
|
)
|
||||
Total
operating expenses
|
5,653
|
5,902
|
||||||
Operating
income
|
378
|
1,868
|
||||||
Interest
income, net
|
281
|
464
|
||||||
(Loss)
gain on revaluation of warrants
|
(31
|
)
|
2,454
|
|||||
Other
(loss) income, net
|
(1,113
|
)
|
858
|
|||||
(Loss)
income before provision for income taxes
|
(485
|
)
|
5,644
|
|||||
Provision
for income taxes
|
(141
|
)
|
(283
|
)
|
||||
Net
(loss) income
|
$
|
(626
|
)
|
$
|
5,361
|
|||
Basic
(loss) income per share
|
$
|
(0.14
|
)
|
$
|
1.23
|
|||
Diluted
(loss) income per share
|
$
|
(0.14
|
)
|
$
|
1.21
|
|||
Shares
used in computing:
|
||||||||
Weighted
average shares-basic
|
4,381
|
4,358
|
||||||
Weighted
average shares-diluted
|
4,381
|
4,413
|
||||||
Comprehensive
(loss) income:
|
||||||||
Net
(loss) income
|
$
|
(626
|
)
|
$
|
5,361
|
|||
Other
comprehensive (loss) gain , net of tax:
|
||||||||
Foreign
currency translation adjustment
|
(478
|
)
|
5
|
|||||
Total
comprehensive (loss) income
|
$
|
(1,104
|
)
|
$
|
5,366
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
(loss) income
|
$
|
(626
|
)
|
$
|
5,361
|
|||
Adjustments
to reconcile net (loss) income to net cash (used for) provided by
operating activities:
|
||||||||
Depreciation
and amortization
|
67
|
118
|
||||||
Restructuring
credits
|
(2
|
)
|
(18
|
)
|
||||
Provision
for receivable reserves
|
7
|
(95
|
)
|
|||||
Stock
based compensation
|
261
|
185
|
||||||
Loss
(income) on revaluation of warrants
|
31
|
(2,454
|
)
|
|||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
2,101
|
(1,276
|
)
|
|||||
Prepaids
and other
|
714
|
(240
|
)
|
|||||
Other
non-current assets
|
93
|
3
|
||||||
Accounts
payable and accrued expenses
|
(587
|
)
|
560
|
|||||
Restructuring
accrual
|
(121
|
)
|
(104
|
)
|
||||
Unearned
revenue and deferred maintenance
|
(2,083
|
)
|
1,725
|
|||||
Other
noncurrent liabilities
|
(233
|
)
|
(175
|
)
|
||||
Net
cash (used for) provided by operating activities
|
(378
|
)
|
3,590
|
|||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(28
|
)
|
(73
|
)
|
||||
Purchase
of short term investments
|
(795
|
)
|
-
|
|||||
Net
cash used for investing activities
|
(823
|
)
|
(73
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from issuance of common stock, net
|
142
|
215
|
||||||
Net
cash provided by financing activities
|
142
|
215
|
||||||
Effect
of exchange rates on cash and cash equivalents
|
(478
|
)
|
5
|
|||||
Net
increase in cash and cash equivalents
|
(1,537
|
)
|
3,737
|
|||||
Cash
and cash equivalents at beginning of period
|
52,884
|
53,973
|
||||||
Cash
and cash equivalents at end of period
|
$
|
51,347
|
$
|
57,710
|
||||
Supplemental
information of cash flow disclosures:
|
||||||||
Cash
paid for interest
|
$
|
1
|
$
|
-
|
||||
Supplemental
information of noncash financing and investing activities:
|
||||||||
Retirement
of fully depreciated property and equipment
|
$
|
3
|
-
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Cost
of services
|
$
|
28,358
|
$
|
36,966
|
||||
Research
and development
|
102,719
|
38,888
|
||||||
Sales
and marketing
|
52,486
|
53,737
|
||||||
General
and administrative
|
77,589
|
55,568
|
||||||
$
|
261,152
|
$
|
185,159
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Net
(loss) income
|
$
|
(626
|
)
|
$
|
5,361
|
|||
Weighted-average
common shares outstanding used to compute basic (loss) income per
share
|
4,381
|
4,358
|
||||||
Weighted-average
common equivalent shares from outstanding common stock options and
warrants
|
-
|
55
|
||||||
Total
weighted-average common and common equivalent shares outstanding used to
compute diluted (loss) income per share
|
4,381
|
4,413
|
||||||
Basic
(loss) income per share
|
$
|
(0.14
|
)
|
$
|
1.23
|
|||
Diluted
(loss) income per share
|
$
|
(0.14
|
)
|
$
|
1.21
|
Accumulated
Other
|
||||
Comprehensive
|
||||
Loss
|
||||
Balance,
December 31, 2008
|
$
|
(483
|
)
|
|
Net
change during period
|
(478
|
)
|
||
Balance,
March 31, 2009
|
$
|
(961
|
)
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Furniture
and fixtures
|
$
|
509
|
$
|
522
|
||||
Computers
and software
|
5,004
|
4,996
|
||||||
Leasehold
improvements
|
1,265
|
1,277
|
||||||
6,778
|
6,795
|
|||||||
Less
accumulated depreciation and amortization
|
(6,310
|
)
|
(6,281
|
)
|
||||
Net book value |
$
|
468
|
$
|
514
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Employee
benefits
|
$
|
1,105
|
$
|
1,041
|
||||
Commissions
and bonuses
|
407
|
667
|
||||||
Sales
and other taxes
|
670
|
792
|
||||||
Income
tax and tax contingency reserves
|
408
|
301
|
||||||
Restructuring
|
314
|
426
|
||||||
Customer
advances
|
229
|
283
|
||||||
Royalties
|
1,376
|
1,376
|
||||||
Other
|
640
|
529
|
||||||
Total
accrued expenses
|
$
|
5,149
|
$
|
5,415
|
·
|
Level
1 – Quoted prices in active markets for identical assets or
liabilities.
|
·
|
Level
2 – Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or
liabilities.
|
·
|
Level
3 — Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or
liabilities.
|
Fair
Value Measurements at Reporting Date Using
|
||||||||||||||||||||
Balance
at March 31, 2009
|
Quoted
Prices in Active Markets for Identical Assets (Level
1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Input (Level 3)
|
Total
Gains (Losses)
|
||||||||||||||||
Cash
and cash equivalents (1)
|
$
|
51,347
|
$
|
51,347
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Short-term
investments (2)
|
9,799
|
-
|
9,799
|
-
|
-
|
|||||||||||||||
Total
|
$
|
61,146
|
$
|
51,347
|
$
|
9,799
|
$
|
-
|
$
|
-
|
Underlying
|
Exercise
|
|||||||
Shares
|
Price
per Share
|
|||||||
Issued
to landlord in real estate buyout transaction in
August 2004
|
28,000
|
$
|
125.00
|
|||||
Issued
to convertible notes investors in November 2004
|
154,631
|
37.00
|
||||||
Total
warrants
|
182,631
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Warrants
related to the convertible notes
|
$
|
(32
|
)
|
$
|
2,327
|
|||
Warrants
related to real estate buyout
|
1
|
127
|
||||||
(Loss)
gain on revaluation of warrants
|
$
|
(31
|
)
|
$
|
2,454
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Restructuring
|
$
|
408
|
$
|
419
|
||||
Deferred
maintenance and unearned revenue
|
1,005
|
1,326
|
||||||
Other
|
664
|
684
|
||||||
Total
other non-current liabilities
|
$
|
2,077
|
$
|
2,429
|
|
Operating
|
|||
Years
Ending December 31,
|
Leases
|
|||
2009
|
$
|
1.6
|
||
2010
|
1.6
|
|||
2011
|
1.2
|
|||
2012
|
0.6
|
|||
2013
and thereafter
|
-
|
|||
Total
minimum lease payments
|
$
|
5.0
|
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
Software
licenses
|
$
|
2,852
|
$
|
3,977
|
||||
Consulting
services
|
1,263
|
1,505
|
||||||
Maintenance
|
3,886
|
4,548
|
||||||
Total
revenues
|
$
|
8,001
|
$
|
10,030
|
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Americas
|
$
|
4,360
|
$
|
4,925
|
||||
Europe
|
2,757
|
3,669
|
||||||
Asia/Pacific
|
884
|
1,436
|
||||||
Total
revenues
|
$
|
8,001
|
$
|
10,030
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Long-Lived
Assets:
|
||||||||
Americas
|
$
|
327
|
$
|
359
|
||||
Europe
|
17
|
16
|
||||||
Asia/Pacific
|
124
|
139
|
||||||
Total
long-lived assets
|
$
|
468
|
$
|
514
|
Current
|
Non-Current
|
Total
|
||||||||||
Excess
Facilities
|
$
|
314
|
$
|
408
|
$
|
722
|
Total
Future
|
||||
Minimum
|
||||
Years
ending December 31,
|
Payments
|
|||
2009
|
$
|
247
|
||
2010
|
262
|
|||
2011
|
56
|
|||
2012
|
157
|
|||
2013
and thereafter
|
-
|
|||
Total
minimum facilities payments
|
$
|
722
|
Amounts
|
||||||||||||||||
Accrued
|
Charged
to
|
|||||||||||||||
Restructuring
|
Restructuring
|
Accrued
|
||||||||||||||
Costs
|
Costs
|
Amounts
Paid
|
Restructuring
|
|||||||||||||
Beginning
|
and
Other
|
or
Written Off
|
Costs,
Ending
|
|||||||||||||
Three
Months Ended March 31, 2009
|
||||||||||||||||
Lease
cancellations and commitments
|
$
|
65
|
$
|
(15
|
)
|
$
|
16
|
$
|
66
|
|||||||
Three
Months Ended March 31, 2008
|
||||||||||||||||
Lease
cancellations and commitments
|
$
|
8
|
$
|
(27
|
)
|
$
|
14
|
$
|
(5
|
)
|
Amounts
|
||||||||||||||||
Accrued
|
Charged
to
|
|||||||||||||||
Restructuring
|
Restructuring
|
Accrued
|
||||||||||||||
Costs,
|
Costs
|
Amounts
Paid
|
Restructuring
|
|||||||||||||
Beginning
|
and
Other
|
or
Written Off
|
Costs,
Ending
|
|||||||||||||
Three
Months Ended March 31, 2009
|
||||||||||||||||
Lease
cancellations and commitments
|
$
|
780
|
$
|
13
|
$
|
(137
|
)
|
$
|
656
|
|||||||
Three
Months Ended March 31, 2008
|
||||||||||||||||
Lease
cancellations and commitments
|
$
|
1,325
|
$
|
9
|
$
|
(118
|
)
|
$
|
1,216
|
Software
|
||||||||||||||||||||||||
Licenses
|
%
|
Services
|
%
|
Total
|
%
|
|||||||||||||||||||
Three
Months Ended:
|
||||||||||||||||||||||||
March
31, 2009
|
||||||||||||||||||||||||
Americas
|
$
|
2,097
|
73
|
%
|
$
|
2,263
|
44
|
%
|
$
|
4,360
|
55
|
%
|
||||||||||||
Europe
|
597
|
21
|
2,160
|
42
|
2,757
|
34
|
||||||||||||||||||
Asia
Pacific
|
158
|
6
|
726
|
14
|
884
|
11
|
||||||||||||||||||
Total
|
$
|
2,852
|
100
|
%
|
$
|
5,149
|
100
|
%
|
$
|
8,001
|
100
|
%
|
||||||||||||
March 31,
2008
|
||||||||||||||||||||||||
Americas
|
$
|
2,157
|
55
|
%
|
$
|
2,768
|
45
|
%
|
$
|
4,925
|
49
|
%
|
||||||||||||
Europe
|
1,211
|
30
|
2,458
|
41
|
3,669
|
37
|
||||||||||||||||||
Asia
Pacific
|
609
|
15
|
827
|
14
|
1,436
|
14
|
||||||||||||||||||
Total
|
$
|
3,977
|
100
|
%
|
$
|
6,053
|
100
|
%
|
$
|
10,030
|
100
|
%
|
Three
Months Ended March 31,
|
||||||||||||||||
2009
|
%
(1)
|
2008
|
%
(1)
|
|||||||||||||
Cost
of software licenses
|
$
|
6
|
-
|
%
|
$
|
7
|
-
|
%
|
||||||||
Cost
of services
|
1,964
|
25
|
%
|
2,253
|
23
|
%
|
||||||||||
Total
cost of revenues
|
$
|
1,970
|
25
|
%
|
$
|
2,260
|
23
|
%
|
(1)
|
Expressed
as a percent of total revenues for the period
indicated.
|
Three
Months Ended
|
||||||||||||||||
March
31,
|
||||||||||||||||
2009
|
%
(1)
|
2008
|
%
(1)
|
|||||||||||||
Research
and development
|
$
|
2,168
|
27
|
%
|
$
|
2,337
|
23
|
%
|
||||||||
Sales
and marketing
|
2,036
|
25
|
1,885
|
19
|
||||||||||||
General
and administrative
|
1,451
|
18
|
1,698
|
17
|
||||||||||||
Restructuring
charge
|
(2
|
)
|
-
|
(18
|
)
|
-
|
||||||||||
Total
operating expenses
|
$
|
5,653
|
70
|
%
|
$
|
5,902
|
59
|
%
|
(1)
|
Expressed
as a percent of total revenues for the period
indicated.
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Cash
and cash equivalents
|
$
|
51,347
|
$
|
52,884
|
||||
Short-term
investments
|
$
|
9,799
|
$
|
9,004
|
||||
Restricted
cash, current portion
|
$
|
20
|
$
|
20
|
||||
Restricted
cash, net of current portion
|
$
|
1,000
|
$
|
1,000
|
||||
Working
capital
|
$
|
50,151
|
$
|
51,070
|
||||
Working
capital ratio
|
3.65
|
3.37
|
•
|
develop
leading technologies;
|
|
•
|
enhance
our existing products and services;
|
|
•
|
develop
new products and services that address the increasingly sophisticated and
varied needs of our prospective customers; and
|
|
•
|
respond
to technological advances and emerging industry standards and practices on
a timely and cost-effective basis.
|
•
|
introduction
of products and services and enhancements by us and our
competitors;
|
|
•
|
competitive
factors that affect our pricing;
|
|
•
|
market
acceptance of new products;
|
|
•
|
the
mix of products sold by us;
|
|
•
|
changes
in our pricing policies or our competitors;
|
|
•
|
changes
in our sales incentive plans;
|
|
•
|
the
budgeting cycles of our customers;
|
|
•
|
customer
order deferrals in anticipation of new products or enhancements by our
competitors or us or because of macro-economic
conditions;
|
|
•
|
nonrenewal
of our maintenance agreements, which generally automatically renew for
one-year terms unless earlier terminated by either party upon 90-days
notice;
|
|
•
|
product
life cycles;
|
|
•
|
changes
in strategy;
|
|
•
|
seasonal
trends;
|
|
•
|
the
mix of distribution channels through which our products are
sold;
|
|
•
|
the
mix of international and domestic sales;
|
|
•
|
the
rate at which new sales people become productive;
|
|
•
|
changes
in the level of operating expenses to support projected
growth;
|
|
•
|
increase
in the amount of third party products and services that we use in our
products or resell with royalties attached;
|
|
•
|
fluctuations
in the recorded value of outstanding common stock warrants that will be
based upon changes to the underlying market value of BroadVision common
stock;
|
|
•
|
the
timing of receipt and fulfillment of significant orders;
and
|
|
•
|
costs
associated with litigation, regulatory compliance and other corporate
events such as operational
reorganizations.
|
•
|
Systems
integrators may not view their relationships with us as valuable to their
own businesses. The related arrangements typically may be terminated by
either party with limited notice and in some cases are not covered by a
formal agreement.
|
|
•
|
Under
our business model, we often rely on our system integrators' employees to
perform implementations. If we fail to work together effectively, or if
these parties perform poorly, our reputation may be harmed and deployment
of our products may be delayed or inadequate.
|
|
•
|
Systems
integrators may attempt to market their own products and services rather
than ours.
|
|
•
|
Our
competitors may have stronger relationships with our systems integrators
than us and, as a result, these integrators may recommend a competitor's
products and services over ours.
|
|
•
|
If
we lose our relationships with our systems integrators, we will not have
the personnel necessary to deploy our products effectively, and we will
need to commit significant additional sales and marketing resources in an
effort to reach the markets and customers served by these
parties.
|
•
|
difficulties
in staffing and managing foreign operations and safeguarding foreign
assets;
|
|
•
|
unexpected
changes in regulatory requirements;
|
|
•
|
export
controls relating to encryption technology and other export
restrictions;
|
|
•
|
tariffs
and other trade barriers;
|
|
•
|
difficulties
in staffing and managing foreign operations;
|
|
•
|
political
and economic instability;
|
|
•
|
fluctuations
in currency exchange rates;
|
|
•
|
reduced
protection for intellectual property rights in some
countries;
|
|
•
|
cultural
barriers;
|
|
•
|
seasonal
reductions in business activity during the summer months in Europe and
certain other parts of the world; and
|
|
•
|
potentially
adverse tax consequences.
|
•
|
the
composition of our board of directors and, through it, any determination
with respect to our business direction and policies, including the
appointment and removal of officers;
|
|
•
|
any
determinations with respect to mergers and other business
combinations;
|
|
•
|
our
acquisition or disposition of assets;
|
|
•
|
our
financing activities; and
|
|
•
|
the
payment of dividends on our capital
stock.
|
•
|
quarterly
variations in operating results;
|
|
•
|
announcements
of technological innovations;
|
|
•
|
announcements
of new software or services by us or our competitors;
|
|
•
|
changes
in financial estimates by securities analysts;
|
|
•
|
low
trading volume on the NASDAQ Global Market;
|
|
•
|
general
economic conditions; or
|
|
•
|
other
events or factors that are beyond our
control.
|
Exhibits
|
Description
|
|
3.1
(1)
|
Amended
and Restated Certificate of Incorporation.
|
|
3.2
(2)
|
Certificate
of Amendment of Certificate of Incorporation.
|
|
3.3
(4)
|
Certificate
of Amendment of Certificate of Incorporation.
|
|
3.4
(3)
|
Amended
and Restated Bylaws.
|
|
4.1
(1)
|
References
are hereby made to Exhibits 3.1 to 3.3
|
|
31.1
|
Certification
of the Chief Executive Officer of BroadVision.
|
|
31.2
|
Certification
of the Chief Financial Officer of BroadVision.
|
|
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer of BroadVision
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
(1)
|
Incorporated
by reference to the Company's Registration Statement on Form S-1 filed on
April 19, 1996 as amended by Amendment No. 1 filed on May 9,
1996, Amendment No. 2 filed on May 29, 1996 and Amendment
No. 3 filed on June 17, 1996.
|
|
(2)
|
Incorporated
by reference to the Company's Form 10-K for the fiscal year ended December
31, 2006 filed on March 27, 2007.
|
|
(3)
|
Incorporated
by reference to the Company's Current Report on Form 8-K filed on October
16, 2008.
|
|
(4) |
Incorporated
by reference to the Company's Form 10-Q for the fiscal quarter ended
September 30, 2008 filed on November 6,
2008.
|
BROADVISION,
INC.
|
||||||
Date:
May 8, 2009
|
By:
|
/s/
Pehong Chen
|
||||
Pehong
Chen
|
||||||
Chairman
of the Board, President and Chief Executive
Officer
|
BROADVISION,
INC.
|
||||||
Date:
May 8, 2009
|
By:
|
/s/
Shin-Yuan Tzou
|
||||
Shin-Yuan
Tzou
|
||||||
Chief
Financial Officer
|
Exhibits
|
Description
|
|||
3.1
(1)
|
Amended
and Restated Certificate of Incorporation.
|
|||
3.2
(2)
|
Certificate
of Amendment of Certificate of Incorporation.
|
|||
3.3
(4)
|
Certificate
of Amendment of Certificate of Incorporation.
|
|||
3.4
(3)
|
Amended
and Restated Bylaws.
|
|||
4.1
(1)
|
References
are hereby made to Exhibits 3.1 to 3.3
|
|||
31.1
|
Certification
of the Chief Executive Officer of BroadVision.
|
|||
31.2
|
Certification
of the Chief Financial Officer of BroadVision.
|
|||
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer of BroadVision
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|||
(1)
|
Incorporated
by reference to the Company's Registration Statement on Form S-1 filed on
April 19, 1996 as amended by Amendment No. 1 filed on May 9,
1996, Amendment No. 2 filed on May 29, 1996 and Amendment
No. 3 filed on June 17, 1996.
|
|||
(2)
|
Incorporated
by reference to the Company's Form 10-K for the fiscal year ended December
31, 2006 filed on March 27, 2007.
|
|||
(3)
|
Incorporated
by reference to the Company's Current Report on Form 8-K filed on October
16, 2008.
|
|||
(4) |
Incorporated
by reference to the Company's Form 10-Q for the fiscal quarter ended
September 30, 2008 filed on November 6,
2008.
|