þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the fiscal year ended December 31, 2006
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or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the transition period from
to
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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
No.)
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Common
Stock, $0.0001 par value
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ý
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BROADVISION, INC.
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Date:
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May
15, 2007
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By:
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/s/
Pehong Chen
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Pehong
Chen
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Chairman
of the Board, President, Chief Executive Officer and Interim Chief
Financial Officer
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Signature
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Title
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Date
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/s/ Pehong
Chen
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May 15,
2007
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Pehong
Chen
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Chairman
of the Board, President, Chief Executive Officer, and (Principal
Executive
Officer)
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/s/ Pehong
Chen
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Pehong
Chen
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Interim
Chief Financial Officer
(Principal
Accounting Officer)
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May 15,
2007
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/s/ Francois
Stieger
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May 15,
2007
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Francois
Stieger
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Director
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/s/ James
D. Dixon*
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May 15,
2007
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James
D. Dixon
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Director
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/s/
Robert Lee*
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May 15,
2007
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Robert
Lee
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Director
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*By
Pehong Chen, as Attorney-In-Fact
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/s/
Pehong Chen
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May 15,
2007
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Pehong
Chen
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Exhibit
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Description
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3.1(1)
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Amended
and Restated Certificate of Incorporation.
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3.2(4)
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Certificate
of Amendment of Certificate of Incorporation.
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3.3(12)
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Amended
and Restated Bylaws.
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3.4(16)
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Certificate
of Amendment of Certificate of Incorporation.
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4.1(1)
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References
are hereby made to Exhibits 3.1 to 3.4.
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4.2(9)
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Registration
Rights Agreement dated November 10, 2004 among the Company and certain
investors listed on Exhibit A thereto.
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4.3(13)
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Registration
Rights Agreement dated March 8, 2006, between the Company and Honu
Holdings LLC.
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10.1(6)(a)
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BroadVision,
Inc. Equity Incentive Plan as amended through May 1, 2002 (the "Equity
Incentive Plan").
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10.2(1)(a)
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Form
of Incentive Stock Option Agreement under the Equity Incentive Plan.
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10.3(15)(a)
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BroadVision,
Inc. 2006 Equity Incentive Plan.
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10.4(6)(a)
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1996
Employee Stock Purchase Plan as amended May 1, 2002 (the "Employee
Stock
Purchase Plan").
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10.5(1)(a)
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Employee
Stock Purchase Plan Offering (Initial Offering).
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10.6(1)(a)
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Employee
Stock Purchase Plan Offering (Subsequent Offering).
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10.7(2)
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Lease
dated February 5, 1997 between the Company and Martin/Campus Associates,
L.P.
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10.8(3)(a)
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BroadVision,
Inc. 2000 Non-Officer Equity Incentive Plan.
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10.9(5)
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Form
of Indemnity Agreement between the Company and each of its directors
and
executive officers.
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10.10(7)
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Assignment
and Assumption of Master Lease, Partial Termination of Master Lease
and
Assignment and Assumption of Subleases, dated July 7, 2004, between
the
Company and Pacific Shores Investors,
LLC.
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10.11(7)
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Warrant
to Purchase up to 700,000 share of common stock, dated July 7, 2004,
issued to Pacific Shores Investors, LLC.
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10.12(7)
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Triple
Net Space Lease, dated as of July 7, 2004, between the Company and
Pacific
Shores Investors, LLC.
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10.13(8)
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Securities
Purchase Agreement dated as of November 10, 2004.
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10.14(10)
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Settlement
Agreement dated for reference purposes February 4, 2005, by and between
the Company and Metropolitan Life Insurance Company.
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10.15(11)
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Debt
Conversion Agreement dated as of December 20, 2005, between the Company
and Honu Holdings, LLC.
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10.16(14)(a)
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Form
of Restricted Stock Bonus Agreement under the Equity Incentive
Plan.
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10.17(17)
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Sublease
Agreement, dated December 21, 2006, between the Company and Dexterra,
Inc.
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10.18(18)(a)
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BroadVision,
Inc. Severance Benefit Plan.
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21.1(13)
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Subsidiaries
of the Company.
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23.1
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Consent
of BDO Seidman, LLP.
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23.2
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Consent
of Stonefield Josephson, Inc.
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23.3
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Consent
of Odenberg, Ullakko, Muranishi & Co. LLP, an independent registered
public accounting firm
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24.1
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Power
of Attorney, pursuant to which amendments to this Annual Report on
Form 10-K may be filed, is included on the signature page
hereto.
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31.1
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Certification
of the Chief Executive Officer and Chief Financial Officer of the
Company.
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32.1
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Certification
of the Chief Executive Officer and Chief Financial Officer of the
Company
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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(1)
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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.
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(2)
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Incorporated
by reference to the Company's Form 10-K for the fiscal year ended
December 31, 1996 filed on March 31, 1997.
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(3)
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Incorporated
by reference to the Company's Registration Statement on Form S-8
filed on
October 15, 2003.
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(4)
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Incorporated
by reference to the Company's Proxy Statement filed on May 14,
2002.
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(5)
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Incorporated
by reference to the Company's Form 10-Q for the quarter ended
September 30, 2002 filed on November 14,
2002.
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(6)
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Incorporated
by reference to the Company's Registration Statement on Form S-8
filed on
August 1, 2002.
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(7)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
August 9, 2004.
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(8)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
November 10, 2004.
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(9)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
February 1, 2005.
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(10)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
February 16, 2005.
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(11)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
December 22, 2005.
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(12)
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Incorporated
by reference to the Company's Form 10-K for the fiscal year ended
December 31, 2005 filed on June 9, 2006.
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(13)
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Incorporated
by reference to the Company Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, filed on June 9,
2006.
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(14)
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Incorporated
by reference to the Company's Form 10-Q for the quarter ended March
31, 2006 filed on August 10, 2006.
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(15)
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Incorporated
by reference to the Company's Registration Statement on Form S-8
filed on
November 6, 2006.
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(16)
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Incorporated
by reference to the Company Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, filed on March 27,
2007.
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(17)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
January 10, 2007.
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(18)
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Incorporated
by reference to the Company's Current Report on Form 8-K filed on
March 30, 2007.
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(a)
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Represents
a management contract or compensatory plan or
arrangement.
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Exhibit
Number
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Exhibit Description
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Certification
of the Chief Executive Officer and Chief Financial Officer of the
Company, as required by Rule 13a-14(a) or Rule
15d-14(a).
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