UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549


FORM 10-Q


(Mark One)


þ
            
            QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the Quarter ended September 30,
2008


OR


o
            
            TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


0-28252(Commission File
Number)


BROADVISION, INC.





Delaware
              
              94-3184303(State or other jurisdiction of
              
              (I.R.S. Employerincorporation or organization)
              
              Identification Number)1600 Seaport
      Blvd., Suite 550, North Bldg,
              
              94063Redwood
      City, California(Address of principal executive offices)
              
              (Zip code)
 (650) 331-1000
   þ o
  o þ o
  o þ
 As of
October 31, 2008 there were 4,389,377 shares of the Registrant's Common Stock
issued and outstanding.
  BROADVISION,
INC. AND SUBSIDIARIES
  FORM
10-Q
  Quarter
Ended September 30, 2008
  TABLE OF CONTENTS
 
 PART I.
                    
                    FINANCIAL
      INFORMATIONItem 1.
                    
                    Financial StatementsCondensed Consolidated Balance Sheets at September 30, 2008
      (unaudited) and December 31, 2007
                    
                    1Condensed Consolidated Income Statements and Comprehensive
      Income  - three and nine months ended September 30, 2008 and
      2007 (unaudited)
                    
                    2Condensed Consolidated Statements of Cash Flows for the
      nine months ended September 30, 2008 and
      2007 (unaudited)
                    
                    3Notes to Condensed Consolidated Financial
      Statements (unaudited)
                    
                    4Item 2.
                    
                    Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                    
                    14Item 3.
                    
                    Quantitative and Qualitative Disclosures About Market
      Risk
                    
                    19Item 4.
                    
                    Controls and Procedures
                    
                    19PART
    II.
                    
                    OTHER
      INFORMATIONItem 1.
                    
                    Legal Proceedings
                    
                    20Item 1A.
                    
                    Risk Factors
                    
                    20Item 2.
                    
                    Unregistered Sales of Equity Securities and Use of
      Proceeds
                    
                    28Item 3.
                    
                    Defaults Upon Senior Securities
                    
                    28Item 4.
                    
                    Submission of Matters to a Vote of Security
      Holders
                    
                    29Item 5.
                    
                    Other Information
                    
                    29Item 6.
                    
                    Exhibits
                    
                    30
 
 SIGNATURES
 
 EXHIBIT 3.3EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
 
  Table of Contents
  PART I.FINANCIAL INFORMATION
 Item 1. Financial Statements
 BROADVISION,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 (In
thousands, except par value amounts)
  September 30,
                      
                      
                      December
      31,2008
                      
                      
                      2007(unaudited)
                      
                      
                      
                      *ASSETSCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      62,530
                      
                      
                      $
                      53,973Accounts
      receivable, less allowance for doubtful accounts of $493 as
      of September 30, 2008 and $585 as of December 31,
      2007
                      
                      
                      5,346
                      
                      
                      
                      7,614Prepaid
      and other current assets
                      
                      
                      2,602
                      
                      
                      
                      1,410Restricted
      cash, current portion
                      
                      
                      20
                      
                      
                      
                      20Total
      current assets
                      
                      
                      70,498
                      
                      
                      
                      63,017Property
      and equipment, net
                      
                      
                      575
                      
                      
                      
                      688Restricted
      cash, net of current portion
                      
                      
                      1,000
                      
                      
                      
                      1,000Goodwill
                      
                      
                      25,066
                      
                      
                      
                      25,066Other
      assets
                      
                      
                      605
                      
                      
                      
                      541Total
      assets
                      
                      $
                      97,744
                      
                      
                      $
                      90,312LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                      
                      $
                      819
                      
                      
                      $
                      1,359Accrued
      expenses
                      
                      
                      5,508
                      
                      
                      
                      6,386Warrant
      liability
                      
                      
                      534
                      
                      
                      
                      4,195Unearned
      revenue
                      
                      
                      5,963
                      
                      
                      
                      2,857Deferred
      maintenance
                      
                      
                      8,766
                      
                      
                      
                      7,726Total
      current liabilities
                      
                      
                      21,590
                      
                      
                      
                      22,523Other
      non-current liabilities
                      
                      
                      3,100
                      
                      
                      
                      3,024Total
      liabilities
                      
                      
                      24,690
                      
                      
                      
                      25,547Commitments
      and contingenciesStockholders’
      equity:Convertible
      preferred stock, $0.0001 par value; 1,000 shares authorized as
      of September 30, 2008 and December 31, 2007; none issued and
      outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
      stock, $0.0001 par value; 11,200 shares authorized; 4,382 shares issued
      and outstanding as of September 30, 2008 and 4,357 shares issued and
      outstanding as of December 31, 2007
                      
                      
                      -
                      
                      
                      
                      -Additional
      paid-in capital
                      
                      
                      1,258,622
                      
                      
                      
                      1,257,142Accumulated
      other comprehensive (loss) income
                      
                      
                      (268
                      )
                      
                      
                      16Accumulated
      deficit
                      
                      
                      (1,185,300
                      )
                      
                      
                      (1,192,393
                      )Total
      stockholders’ equity
                      
                      
                      73,054
                      
                      
                      
                      64,765Total
      liabilities and stockholders’ equity
                      
                      $
                      97,744
                      
                      
                      $
                      90,312*
      Derived from audited consolidated financial statements filed in the
      Company’s 2007 Annual Report on Form 10-K.
 See
Accompanying Notes to Condensed Consolidated Financial
Statements
  ~ 1
~
 
 Table of
Contents
  
 
 
 BROADVISION,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED INCOME STATEMENTSAND
COMPREHENSIVE INCOME
 (In
thousands, except per share amounts)
 (Unaudited)
  Three
      Months Ended September 30,
                    
                    
                    Nine
      Months Ended September 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues:Software
      licenses
                    
                    $
                    2,096
                    
                    
                    $
                    5,280
                    
                    
                    $
                    8,521
                    
                    
                    $
                    16,508Services
                    
                    
                    6,095
                    
                    
                    
                    7,476
                    
                    
                    
                    17,729
                    
                    
                    
                    22,261Total
      revenues
                    
                    
                    8,191
                    
                    
                    
                    12,756
                    
                    
                    
                    26,250
                    
                    
                    
                    38,769Cost
      of revenues:Cost
      of software licenses
                    
                    
                    7
                    
                    
                    
                    3
                    
                    
                    
                    20
                    
                    
                    
                    37Cost
      of services
                    
                    
                    2,218
                    
                    
                    
                    2,102
                    
                    
                    
                    6,626
                    
                    
                    
                    6,710Total
      cost of revenues
                    
                    
                    2,225
                    
                    
                    
                    2,105
                    
                    
                    
                    6,646
                    
                    
                    
                    6,747Gross
      profit
                    
                    
                    5,966
                    
                    
                    
                    10,651
                    
                    
                    
                    19,604
                    
                    
                    
                    32,022Operating
      expenses:Research
      and development
                    
                    
                    2,217
                    
                    
                    
                    2,283
                    
                    
                    
                    6,863
                    
                    
                    
                    7,422Sales
      and marketing
                    
                    
                    1,937
                    
                    
                    
                    1,898
                    
                    
                    
                    5,783
                    
                    
                    
                    5,748General
      and administrative
                    
                    
                    1,659
                    
                    
                    
                    1,705
                    
                    
                    
                    4,960
                    
                    
                    
                    4,250Restructuring
      charge (credit)
                    
                    
                    6
                    
                    
                    
                    260
                    
                    
                    
                    (17
                    )
                    
                    
                    845Total
      operating expenses
                    
                    
                    5,819
                    
                    
                    
                    6,146
                    
                    
                    
                    17,589
                    
                    
                    
                    18,265Operating
      income
                    
                    
                    147
                    
                    
                    
                    4,505
                    
                    
                    
                    2,015
                    
                    
                    
                    13,757Interest
      income, net
                    
                    
                    478
                    
                    
                    
                    456
                    
                    
                    
                    1,280
                    
                    
                    
                    1,366Gain
      (loss) on revaluation of warrants
                    
                    
                    581
                    
                    
                    
                    (680
                    )
                    
                    
                    3,661
                    
                    
                    
                    (4,918
                    )Other
      (expense) income, net
                    
                    
                    (876
                    )
                    
                    
                    762
                    
                    
                    
                    458
                    
                    
                    
                    1,068Income
      before provision for income taxes
                    
                    
                    330
                    
                    
                    
                    5,043
                    
                    
                    
                    7,414
                    
                    
                    
                    11,273(Provision)
      benefit for income taxes
                    
                    
                    (41
                    )
                    
                    
                    419
                    
                    
                    
                    (328
                    )
                    
                    
                    133Net
      income
                    
                    $
                    289
                    
                    
                    $
                    5,462
                    
                    
                    $
                    7,086
                    
                    
                    $
                    11,406Basic
      net income per share
                    
                    $
                    0.07
                    
                    
                    $
                    1.26
                    
                    
                    $
                    1.62
                    
                    
                    $
                    2.65Diluted
      net income per share
                    
                    $
                    0.06
                    
                    
                    $
                    1.22
                    
                    
                    $
                    1.60
                    
                    
                    $
                    2.58Shares
      used in computing:Weighted
      average shares-basic
                    
                    
                    4,431
                    
                    
                    
                    4,330
                    
                    
                    
                    4,387
                    
                    
                    
                    4,298Weighted
      average shares-diluted
                    
                    
                    4,466
                    
                    
                    
                    4,464
                    
                    
                    
                    4,433
                    
                    
                    
                    4,420Comprehensive
      income:Net
      income
                    
                    $
                    289
                    
                    
                    $
                    5,462
                    
                    
                    $
                    7,086
                    
                    
                    $
                    11,406Other
      comprehensive gain (loss), net of tax:Foreign
      currency translation adjustment
                    
                    
                    22
                    
                    
                    
                    (159
                    )
                    
                    
                    (284
                    )
                    
                    
                    (79
                    )Total
      comprehensive income
                    
                    $
                    311
                    
                    
                    $
                    5,303
                    
                    
                    $
                    6,802
                    
                    
                    $
                    11,327
  
 See
Accompanying Notes to Condensed Consolidated Financial Statements
   ~ 2
~
 
 Table of
Contents
  
 BROADVISION,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In
thousands, Unaudited)
  Nine
      Months Ended September 30,2008
                    
                    
                    2007Cash
      flows from operating activities:Net
      income
                    
                    $
                    7,086
                    
                    
                    $
                    11,406Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
                    
                    
                    225
                    
                    
                    
                    831Reversal
      of receivable reserves
                    
                    
                    (93
                    )
                    
                    
                    (571
                    )Restructuring
      (credit) charge
                    
                    
                    (18
                    )
                    
                    
                    844Stock-based
      compensation
                    
                    
                    886
                    
                    
                    
                    909Dividend
      received from cost method investments
                    
                    
                    (35
                    )
                    
                    
                    -(Gain)
      loss on revaluation of warrants
                    
                    
                    (3,661
                    )
                    
                    
                    4,918Changes
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    2,361
                    
                    
                    
                    3,101Prepaids and
      other current assets
                    
                    
                    (1,192
                    )
                    
                    
                    (285
                    )Other
      non-current assets
                    
                    
                    (64
                    )
                    
                    
                    (21
                    )Accounts
      payable and accrued expenses
                    
                    
                    (833
                    )
                    
                    
                    (2,144
                    )Restructuring
      accrual
                    
                    
                    (349
                    )
                    
                    
                    (1,446
                    )Unearned
      revenue and deferred maintenance
                    
                    
                    4,146
                    
                    
                    
                    (4,690
                    )Other
      non-current liabilities
                    
                    
                    (142
                    )
                    
                    
                    (353
                    )Net
      cash provided by operating activities
                    
                    
                    8,317
                    
                    
                    
                    12,499Cash
      flows from investing activities:Purchase
      of property and equipment
                    
                    
                    (105
                    )
                    
                    
                    (471
                    )Dividend
      received from cost method investments
                    
                    
                    35
                    
                    
                    
                    -Transfer
      from restricted cash
                    
                    
                    -
                    
                    
                    
                    201Net
      cash used for investing activities
                    
                    
                    (70)
                    
                    
                    
                    (270
                    )Cash
      flows from financing activities:Proceeds
      from issuance of common stock from warrants exercise
                    
                    
                    -
                    
                    
                    
                    505Proceeds
      from issuance of common stock, net
                    
                    
                    594
                    
                    
                    
                    1,077Net
      cash provided by financing activities
                    
                    
                    594
                    
                    
                    
                    1,582Effect
      of exchange rates on cash and cash equivalents
                    
                    
                    (284
                    )
                    
                    
                    (79
                    )Net
      increase in cash and cash equivalents
                    
                    
                    8,557
                    
                    
                    
                    13,732Cash
      and cash equivalents at beginning of period
                    
                    
                    53,973
                    
                    
                    
                    37,003Cash
      and cash equivalents at end of period
                    
                    $
                    62,530
                    
                    
                    $
                    50,735Supplemental
      information of noncash financing and investing activities:Retirement
      of fully depreciated property and equipment
                    
                    $
                    85
                    
                    
                    $
                    5,869Reclassification
      of tax liability to accumulated deficit
                    
                    $
                    -
                    
                    
                    $
                    388Reclassification
      of warrant liability to additional paid-in capital upon exercise of
      warrants
                    
                    $
                    -
                    
                    
                    $
                    561
 
 
 See Accompanying Notes to Condensed
Consolidated Financial Statements
   ~ 3
~
 
 Table of
Contents
  
 BROADVISION,
INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
  (Unaudited)
 
 Note
1. Organization and Summary of Significant Accounting Policies
 
 There have been no material changes in our critical
accounting policies, estimates and judgments during the nine month period ended
September 30, 2008 compared to the disclosures in Part II, Item 8 of our Annual
Report on Form 10-K for the year ended December 31, 2007, filed with the
Securities and Exchange Commission on February 20, 2008.
  
 Basis
of Presentation
 
 The
condensed consolidated financial results and related information as of and for
the three and nine months ended September 30, 2008 and 2007 are unaudited. The
Condensed Consolidated Balance Sheet at December 31, 2007 has been derived from
the audited consolidated financial statements as of that date but does not
necessarily reflect all of the informational disclosures previously reported in
accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The
unaudited condensed consolidated financial statements should be reviewed in
conjunction with the audited consolidated financial statements and related notes
contained in our 2007 Annual Report on Form 10-K filed with the SEC on February
20, 2008.
  The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S. GAAP for interim financial information and with
the instructions in Form 10-Q and Article 10 of Regulation S-X. Accordingly,
these statements do not include all of the information and footnotes required by
U.S. GAAP for annual financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of interim financial information have been included. Operating
results for the three and nine months ended September 30, 2008 are not
necessarily indicative of the results that may be expected for the remainder of
the year ending December 31, 2008 or any future interim period. The condensed
consolidated financial statements include our accounts and our wholly owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in the consolidation.
 
 Use
of Estimates
 
 The
preparation of our Condensed Consolidated Financial Statements in conformity
with U.S. GAAP requires management to make certain assumptions and estimates
that affect reported amounts of assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. On an ongoing basis, we evaluate our estimates, including
those related to allowance for doubtful accounts, stock-based compensation,
investments, goodwill and intangible assets, income taxes and restructuring, as
well as contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that we believe are reasonable, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates using different assumptions or
conditions. We believe the following critical accounting policies reflect the
more significant judgments and estimates used in the preparation of our
Condensed Consolidated Financial Statements.
  ~ 4
~
 Table of
Contents
 Revenue
Recognition
  Consulting
revenues are generally accounted for separately from new software license
revenues because the arrangements qualify as service transactions as defined in
Statement of Position (“SOP”) No. 97-2, Software
Revenue Recognition(“SOP 97-2”), as amended by SOP No. 98-9, Software
Revenue Recognition, With Respect to Certain Transactions(“SOP 98-9”),
and Staff Accounting Bulletin (“SAB”) 104, Revenue
Recognition(“SAB 104”). The
more significant factors considered in determining whether the revenue should be
accounted for separately include the nature of services (i.e., consideration of
whether the services are essential to the functionality of the licensed
product), degree of risk, availability of services from other vendors, timing of
payments and impact of milestones or acceptance criteria on the realizability of
the software license fee. Revenues for consulting services are generally
recognized as the services are performed. If there is a significant uncertainty
about the project completion or receipt of payment for the consulting services,
revenue is deferred until the uncertainty is sufficiently resolved. For the
fixed or “not to exceed” fees contracts, revenue are recognized based on SOP No.
81-1, Accounting for
Performance of Construction-Type and Certain Production-Type Contracts(“SOP 81-1”).  We estimate the proportional performance on
contracts on a basis of utilizing hours incurred to date as a percentage of
total estimated hours to complete the project.
  Maintenance
revenues, which include revenues bundled with software license agreements that
entitle the customers to technical support and future unspecified enhancements
to our products, are deferred and recognized ratably over the related agreement
period, generally twelve months.
  Our
consulting services, which consist of consulting, maintenance and training, were
delivered through the BroadVision Global Services (“BVGS”) organization until
December 2007. In January 2008, we renamed BVGS to Worldwide E-Business Solution
Organization (“WebSo”).  In order to support our customers’ expanded
needs relating to recently launched products, WebSo involves more internal
departments than did the BVGS organization.   The services that
we provide are not essential to the functionality of the software. We record
reimbursement from our customers for out-of-pocket expenses as an increase to
services revenues.
  Stock-Based
Compensation
 
 We measure stock-based compensation at
the grant date based on the award’s fair value and recognize the expense ratably
over the requisite vesting period, net of estimated forfeitures, for all
stock-based awards granted after January 1, 2006 and all stock- based awards
granted prior to, but not vested as of January 1, 2006.
  We have elected to calculate an award’s
fair value based on the Black-Scholes option pricing model.  The
Black-Scholes model requires various assumptions, including expected option life
and volatility.  If any of the assumptions used in the Black-Scholes
model or the estimated forfeiture rate change significantly, stock-based
compensation expense may differ materially in the future from that recorded in
the current period.
 
 We
currently have in effect the following stock-based compensation plans: the 2006
Equity Incentive Plan (the “Equity Plan”), the 2000 Non-Officer Plan and
Non-plan Grants, and the Employee Stock Purchase Plan (the “Purchase Plan”).
These are described in detail in Note 1 of Notes to Condensed Consolidated
Financial Statements in our 2007 Annual Report on
Form 10-K.
 
 ~ 5
~
 Table of
Contents
 The
following table sets forth the total stock-based compensation expense recognized
in our Condensed Consolidated Income Statements for the three and nine months
ended September 30, 2008 and 2007:
 Three
      Months Ended September 30,
                    
                    
                    Nine
      Months Ended September 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Cost
      of services
                    
                    $
                    60,067
                    
                    
                    $
                    63,228
                    
                    
                    $
                    133,278
                    
                    
                    $
                    172,992Research
      and development
                    
                    
                    137,565
                    
                    
                    
                    120,816
                    
                    
                    
                    257,344
                    
                    
                    
                    353,044Sales
      and marketing
                    
                    
                    95,240
                    
                    
                    
                    66,946
                    
                    
                    
                    231,293
                    
                    
                    
                    204,148General
      and administrative
                    
                    
                    118,847
                    
                    
                    
                    64,703
                    
                    
                    
                    263,603
                    
                    
                    
                    178,711$
                    411,719
                    
                    
                    $
                    315,693
                    
                    
                    $
                    885,518
                    
                    
                    $
                    908,895
 As of
September 30, 2008, the total compensation cost expense to be recognized related
to the non-vested stock options, net of estimated forfeitures, is approximately
$289,000 for the remainder of year 2008, $1,042,000 for year 2009, $914,000 for
year 2010, and $222,000 for year 2011.
  Stock
Split
  On
September 9, 2008, we announced that our Board of Directors and requisite
stockholders had approved at a reverse split ratio of one-for-twenty-five a
reverse split of our common stock.   Our common stock began trading on
a post-split basis at the opening of trading on October 27, 2008.  The
accompanying consolidated financial statements and related financial information
contained herein for all periods presented have been retroactively restated to
give effect to the stock split in accordance with U.S.
GAAP.
  Earnings
Per Share Information
  Basic net
income (loss) per share is computed using the weighted-average number of shares
of common stock outstanding less shares subject to repurchase. Diluted net
income (loss) per share is computed using the weighted-average number of shares
of common stock outstanding and, when dilutive, common equivalent shares from
outstanding stock options and warrants using the treasury stock method, and
shares subject to repurchase, if any using the as-if converted method. There
were 433,000 and 110,000 potential common shares excluded from the determination
of diluted net income per share for the three months ended September 30, 2008
and 2007, respectively, as the effect of each share was anti-dilutive
because the per-share strike price of the options under which these shares may
be issued is higher than the current market price. We excluded 300,000 and
136,000 potential common shares from the determination of diluted net income per
share for the nine months ended September 30, 2008 and 2007, respectively,
as the effect of each share was anti-dilutive because the per-share strike price
of the options under which these shares may be issued is higher than current
market price. The following table sets forth the basic and diluted net income
per share computational data for the periods presented (in thousands, except per
share amounts):
 Three
      Months Ended September 30,
                    
                    
                    Nine
      Months Ended September 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Net
      income
                    
                    $
                    289
                    
                    
                    $
                    5,462
                    
                    
                    $
                    7,086
                    
                    
                    $
                    11,406Weighted-average
      common shares outstanding used to compute basic net income per
      share
                    
                    
                    4,431
                    
                    
                    
                    4,330
                    
                    
                    
                    4,387
                    
                    
                    
                    4,298Weighted-average
      common equivalent shares from outstanding common stock options and
      warrants
                    
                    
                    35
                    
                    
                    
                    134
                    
                    
                    
                    46
                    
                    
                    
                    122Total
      weighted-average common and common equivalent shares outstanding used to
      compute diluted net income per share
                    
                    
                    4,466
                    
                    
                    
                    4,464
                    
                    
                    
                    4,433
                    
                    
                    
                    4,420Basic
      net income per share
                    
                    $
                    0.07
                    
                    
                    $
                    1.26
                    
                    
                    $
                    1.62
                    
                    
                    $
                    2.65Diluted
      net income per share
                    
                    $
                    0.06
                    
                    
                    $
                    1.22
                    
                    
                    $
                    1.60
                    
                    
                    $
                    2.58 
 ~ 6
~
 Table of
Contents
 Legal
Proceedings
  We are
subject from time to time to various legal actions and other claims arising in
the ordinary course of business.  In our opinion, the outcomes of
current legal proceedings will not be material to our financial
statements.
  Foreign
Currency Transactions
 
 During fiscal 2004, we changed the
functional currencies of all foreign subsidiaries from the U.S. dollar to the
local currency of the respective countries. Assets and liabilities of these
subsidiaries are translated into U.S. dollars at the balance sheet date. Income
and expense items are translated at average exchange rates for the period.
Foreign exchange gains and losses resulting from the remeasurement of foreign
currency assets and liabilities are included as other income (expense) in the
Condensed Consolidated Income Statements. For the nine-month periods ended
September 30, 2008, and 2007, translation losses were $284,000, and $79,000,
respectively.  These amounts are included in the accumulated other
comprehensive income (loss) account in the Condensed Consolidated Balance
Sheets.
  Comprehensive
Income (Loss)
  Comprehensive
income (loss) includes net income and other comprehensive income (loss), which
primarily consists of foreign currency translation adjustments. Total
comprehensive income (loss) is presented in the accompanying Condensed
Consolidated Income Statements. Total accumulated other comprehensive income
(loss) is displayed as a separate component of stockholder's equity in the
accompanying Condensed Consolidated Balance Sheets. The accumulated balances of
other comprehensive income (loss) consist of the following, net of taxes (in
thousands):
 Accumulated
      OtherComprehensiveIncome
      (Loss)Balance,
      December 31, 2007
                    
                    $
                    16Net
      change during period
                    
                    
                    (284
                    )Balance,
      September 30, 2008
                    
                    $
                    (268
                    )
 
 Recent
Accounting Pronouncements
  In May
2008, the Financial Accounting Standard Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 162, The Hierarchy of Generally Accepted
Accounting Principles(“SFAS 162”).SFAS 162 defines
the order in which accounting principles that are generally accepted should be
followed. SFAS 162 is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning
of Present Fairly in Conformity with Generally Accepted Accounting
Principles. We do not expect the adoption of SFAS 162 to have a
material impact on our Condensed Consolidated Financial
Statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combination ("SFAS
141R"), which replaces FASB Statement No. 141. SFAS 141R establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R
also establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination. SFAS 141R is to be
applied prospectively to business combinations for which the acquisition date is
on or after an entity's fiscal year that begins after December 15, 2008. We will
evaluate the impact of SFAS 141R on our Condensed Consolidated Financial
Statements if and when a future acquisition occurs.
 ~ 7
~
 Table of
Contents
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51 ("SFAS 160"), which establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent's ownership interest and the
valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. SFAS 160 also establishes reporting requirements that provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling
owners. SFAS 160 is effective as of the beginning of an entity's fiscal
year that begins after December 15, 2008. We are currently evaluating the
potential impact, if any, of the adoption of SFAS 160 on our Condensed
Consolidated Financial Statements.
 
 Effective
January 1, 2008, we adopted the provisions of SFAS No. 157, Fair Value Measurements
(“SFAS 157”), for financial assets and liabilities and any other assets and
liabilities carried at fair value.  This pronouncement defines fair
value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements. In February 2008, the FASB agreed to a one-year
deferral for the implementation of SFAS 157 for other non-financial assets and
liabilities. Our adoption of SFAS 157 did not have a material effect on our
financial statements for financial assets and liabilities and any other assets
and liabilities carried at fair value.
  In
October 2008, the FASB issued FASB Staff Position FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active(“FSP
157-3”). FSP 157-3 clarifies the application of SFAS 157 in a market that is not
active, and demonstrates how the fair value of a financial asset is determined
when the market for the financial assets is inactive.  FSP 157-3 was
effective upon issuance, including prior periods for which financial statements
had not been issued.  The implementation of this standard did not have
an impact on our Condensed Consolidated Financial
Statements.
 
 Note
2. Selected Condensed Consolidated Balance Sheet Detail
 
 Cash
and Cash Equivalents and Short-term Investments
  We
consider all highly liquid instruments with maturity of three months or less
when purchased to be cash equivalents.   Our cash and cash
equivalents as of September 30, 2008 include $15.6 million in cash and $46.9
million in money market funds.  Our cash and cash equivalents as of
December 31, 2007 include $13.2 million in cash and $40.7 million in money
market funds.  All of our fair market value measurements of our
financial assets utilize quoted prices in active markets, and as such, are
valued at “Level 1” of the fair value hierarchy defined in SFAS
157.  Short-term investments if any are classified as
available-for-sale and are reported at fair value, with unrealized gains and
losses recorded in stockholders' equity as a component of other comprehensive
income/loss. Realized gains and losses on sales of all investments are reported
in results of operations and computed using the specific identification
method.  There were no short-term investments for the periods
presented.
 
 Property
and equipment consisted of the following (in thousands):
  September
      30,
                    
                    
                    December
      31,2008
                    
                    
                    2007(unaudited)Furniture
      and fixtures
                    
                    $
                    577
                    
                    
                    $
                    654Computers
      and software
                    
                    
                    5,475
                    
                    
                    
                    5,359Leasehold
      improvements
                    
                    
                    1,287
                    
                    
                    
                    1,2967,339
                    
                    
                    
                    7,309Less
      accumulated depreciation and amortization
                    
                    
                    (6,764
                    )
                    
                    
                    (6,621
                    )Property
      and equipment, net
                    
                    $
                    575
                    
                    
                    $
                    688
 
 ~ 8
~
 Table of
Contents
 Accrued
expenses consisted of the following (in thousands):
  September
      30,
                    
                    
                    December
      31,2008
                    
                    
                    2007(unaudited)Employee
      benefits
                    
                    $
                    1,130
                    
                    
                    $
                    1,076Commissions
      and bonuses
                    
                    
                    378
                    
                    
                    
                    656Sales
      and other taxes
                    
                    
                    934
                    
                    
                    
                    1,245Income
      tax and tax contingency reserves
                    
                    
                    597
                    
                    
                    
                    427Restructuring
                    
                    
                    354
                    
                    
                    
                    439Customer
      advances
                    
                    
                    283
                    
                    
                    
                    288Royalties
                    
                    
                    1,376
                    
                    
                    
                    1,376Other
                    
                    
                    456
                    
                    
                    
                    879Total
      accrued expenses
                    
                    $
                    5,508
                    
                    
                    $
                    6,386
 Note
3. Warrants and Other Non-Current Liabilities
  Warrants
 
 As of
September 30, 2008, the following warrants to purchase our common stock were
outstanding:
  Underlying
                    
                    
                    ExerciseShares
                    
                    
                    Price
      per ShareIssued
      to landlord in real estate buyout transaction in
      August 2004
                    
                    
                    28,000
                    
                    
                    $
                    125.00Issued
      to convertible notes investors in November 2004
                    
                    
                    154,631
                    
                    
                    
                    37.00Total
      warrants
                    
                    
                    182,631
 Gain(loss) on the revaluation of
warrants were recorded as follows (in thousands):
  Three
      Months Ended September 30,
                    
                    
                    Nine
      Months Ended September 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Warrants
      related to the Notes
                    
                    $
                    580
                    
                    
                    $
                    (731
                    )
                    
                    $
                    3,495
                    
                    
                    $
                    (4,597
                    )Warrants
      related to real estate buyout
                    
                    
                    1
                    
                    
                    
                    51
                    
                    
                    
                    166
                    
                    
                    
                    (321
                    )Gain
      (loss) on revaluation of warrants
                    
                    $
                    581
                    
                    
                    $
                    (680
                    )
                    
                    $
                    3,661
                    
                    
                    $
                    (4,918
                    )
 
 ~ 9
~
 Table of
Contents
 Other
Non-Current Liabilities
  Other
non-current liabilities consist of the following (in thousands):
  September
      30,
                    
                    
                    December
      31,2008
                    
                    
                    2007(unaudited)Restructuring
                    
                    $
                    613
                    
                    
                    $
                    895Deferred
      maintenance and unearned revenue
                    
                    
                    1,817
                    
                    
                    
                    1,481Other
                    
                    
                    670
                    
                    
                    
                    648Total
      other non-current liabilities
                    
                    $
                    3,100
                    
                    
                    $
                    3,024
  Note
4. Commitments and Contingencies
 
 Warranties
and Indemnification
  We
provide a warranty to our customers that our software will perform substantially
in accordance with the documentation we provide with the software, typically for
a period of 90 days following receipt of the software. Historically, costs
related to these warranties have been immaterial. Accordingly, we have not
recorded any warranty liabilities as of September 30, 2008 and December 31,
2007.
 
 Our
software license agreements typically provide for indemnification of customers
for intellectual property infringement claims caused by use of a current release
of our software consistent with the terms of the license agreement. The term of
these indemnification clauses is generally perpetual. The potential future
payments we could be required to make under these indemnification clauses is
generally limited to the amount the customer paid for the software.
Historically, costs related to these indemnification provisions have been
immaterial. We also maintain liability insurance that limits our exposure. As a
result, we believe the potential liability of these indemnification clauses is
minimal. Accordingly, we have not recorded any liabilities for these agreements
as of September 30, 2008 and December 31, 2007.
 
 We
entered into agreements whereby we indemnify our officers and directors for
certain events or occurrences while the officer is, or was, serving in such
capacity. The term of the indemnification period is for so long as such officer
or director is subject to an indemnifiable event by reason of the fact that such
person was serving in such capacity. The maximum potential amount of future
payments we could be required to make under these indemnification agreements may
be unlimited; however, we have a director and officer insurance policy that
limits our exposure and enables us to recover a portion of any future amounts
paid. As a result of our insurance policy coverage, we believe the estimated
fair value of these indemnification agreements is insignificant. Accordingly, we
have no liabilities recorded for these agreements as of either September 30,
2008 or December 31, 2007. We assess the need for an indemnification reserve on
a quarterly basis and there can be no guarantee that an indemnification reserve
will not become necessary in the future.
  Leases
  We lease
our headquarters facility and other facilities under noncancelable operating
lease agreements expiring in or prior to the year 2012. Under the terms of these
agreements, we are required to pay property taxes, insurance and normal
maintenance costs.
 
 ~ 10
~
 Table of
Contents
 A summary
of total future minimum lease payments under noncancelable operating lease
agreements is as follows (in millions):
 OperatingYears ending
      December 31,
                    
                    Leases2008
                    
                    $
                    0.52009
                    
                    
                    2.12010
                    
                    
                    1.62011
                    
                    
                    1.22012
                    
                    
                    0.6Total
      minimum facilities payments
                    
                    $
                    6.0
  These
future minimum lease payments are net of approximately $2.5 million of
sublease income to be received under sublease agreements. As of September 30,
2008, we have accrued $1.0 million of estimated future facilities costs as a
restructuring accrual.
  Standby
Letter of Credit Commitments
  As of September 30, 2008 and December
31, 2007, we had $1.0 million, of outstanding commitments in the form of a
standby letter of credit, in favor of our landlord to secure obligations under
our facility leases.  This standby letter of credit is collateralized
by the restricted cash listed in the Condensed Consolidated Balance
Sheets.
  
 Note
5. Geographic, Segment and Significant Customer Information
  We
operate in one segment, electronic business commerce solutions. Our reportable
segment includes our facilities in North and South America (Americas), Europe
and Asia Pacific and the Middle East (Asia/Pacific). We consider our CEO to be
our chief operating decision-maker. Our CEO reviews financial information
presented on a consolidated basis accompanied by disaggregated information about
revenues by geographic region and by product for purposes of making operating
decisions and assessing financial performance. The disaggregated revenue
information reviewed by the CEO is as follows (in thousands):
 Three
      Months Ended
                    
                    
                    Nine
      Months EndedSeptember
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Software
      licenses
                    
                    $
                    2,096
                    
                    
                    $
                    5,280
                    
                    
                    $
                    8,521
                    
                    
                    $
                    16,508Consulting
      services
                    
                    
                    1,650
                    
                    
                    
                    1,640
                    
                    
                    
                    4,399
                    
                    
                    
                    4,827Maintenance
                    
                    
                    4,445
                    
                    
                    
                    5,836
                    
                    
                    
                    13,330
                    
                    
                    
                    17,434Total
      revenues
                    
                    $
                    8,191
                    
                    
                    $
                    12,756
                    
                    
                    $
                    26,250
                    
                    
                    $
                    38,769
  We sell
our products and provide services worldwide through a direct sales force and
through a channel of independent distributors, value-added resellers ("VARs")
and Application Service Providers (“ASPs”). In addition, the sales of our
products are promoted through independent professional consulting organizations
known as systems integrators. We provided services worldwide through our BVGS
Organization until December 2007 and in January 2008 renamed the organization
WebSo.  In order to support our customers’ expanded needs relating to
recently launched products, WebSo involves more internal departments than did
the BVGS organization.   We also provide services worldwide
indirectly through distributors, VARs, ASPs, and systems integrators. We
currently operate in three primary geographical territories: Americas, Europe
and Asia/Pacific.
 
 ~ 11
~
 Table of
Contents
 Disaggregated
financial information regarding our geographic revenues and long-lived assets is
as follows (in thousands):
 Three
      Months Ended
                    
                    
                    Nine
      Months EndedSeptember
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues:Americas
                    
                    $
                    4,097
                    
                    
                    $
                    9,788
                    
                    
                    $
                    13,132
                    
                    
                    $
                    25,196Europe
                    
                    
                    3,124
                    
                    
                    
                    1,631
                    
                    
                    
                    9,552
                    
                    
                    
                    8,449Asia/Pacific
                    
                    
                    970
                    
                    
                    
                    1,337
                    
                    
                    
                    3,566
                    
                    
                    
                    5,124Total
      revenues
                    
                    $
                    8,191
                    
                    
                    $
                    12,756
                    
                    
                    $
                    26,250
                    
                    
                    $
                    38,769
   September
      30,
                    
                    
                    December
      31,2008
                    
                    
                    2007(unaudited)Long-Lived
      Assets:Americas
                    
                    $
                    25,484
                    
                    
                    $
                    25,581Europe
                    
                    
                    30
                    
                    
                    
                    62Asia/Pacific
                    
                    
                    127
                    
                    
                    
                    111Total
      long-lived assets
                    
                    $
                    25,641
                    
                    
                    $
                    25,754
  For
the three-month and nine-month periods ended September 30, 2008, no single
customer accounted for more than 10% of our revenues. For the three-month
and nine-month periods ended September 30, 2007, no single customer accounted
for more than 10% of our revenues.
  Note
6. Restructuring Charges
 
 As
of September 30, 2008, the total restructuring accrual of $1.0 million consisted
of the following (in millions):
  Current
                    
                    
                    Non-Current
                    
                    
                    TotalExcess
      Facilities
                    
                    $
                    0.4
                    
                    
                    $
                    0.6
                    
                    
                    $
                    1.0
  We
expect to pay the excess facilities amounts related to restructured or abandoned
leased space as follows (in millions):
  Total
      FutureMinimumYears
      ending December 31,
                    
                    Payments2008
                    
                    $
                    0.22009
                    
                    
                    0.32010
                    
                    
                    0.22011
                    
                    
                    0.12012
                    
                    
                    0.2Total
      minimum facilities payments
                    
                    $
                    1.0
  ~ 12
~
 Table of
Contents
 The
following table summarizes the activity related to the restructuring plans
initiated subsequent to December 31, 2002, and accounted for in accordance
with SFAS No. 146, Accounting
for Costs Associated with Exit or Disposal Activities (in
thousands):
  AmountsAccrued
                    
                    
                    Charged
      toRestructuring
                    
                    
                    Restructuring
                    
                    
                    
                    
                    
                    AccruedCosts,
                    
                    
                    Costs
                    
                    
                    Amounts
      Paid
                    
                    
                    RestructuringBeginning
                    
                    
                    and
      Other
                    
                    
                    or
      Written Off
                    
                    
                    Costs,
      EndingThree
      Months Ended September 30, 2008Lease
      cancellations and commitments
                    
                    $
                    46
                    
                    
                    $
                    37
                    
                    
                    $
                    14
                    
                    
                    $
                    97Three
      Months Ended September 30, 2007Lease
      cancellations and commitments
                    
                    $
                    59
                    
                    
                    $
                    19
                    
                    
                    $
                    (5
                    )
                    
                    $
                    73Nine
      Months Ended September 30, 2008Lease
      cancellations and commitments
                    
                    $
                    8
                    
                    
                    $
                    49
                    
                    
                    $
                    40
                    
                    
                    $
                    97Nine
      Months Ended September 30, 2007Lease
      cancellations and commitments
                    
                    $
                    77
                    
                    
                    $
                    133
                    
                    
                    $
                    (137
                    )
                    
                    $
                    73
 The
following table summarizes the activity related to the restructuring plans
initiated on or prior to December 31, 2002, and accounted for in accordance
with Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring) (in thousands):
  AmountsAccrued
                    
                    
                    Charged
      toRestructuring
                    
                    
                    Restructuring
                    
                    
                    
                    
                    
                    AccruedCosts,
                    
                    
                    Costs
                    
                    
                    Amounts
      Paid
                    
                    
                    RestructuringBeginning
                    
                    
                    and
      Other
                    
                    
                    or
      Written Off
                    
                    
                    Costs,
      EndingThree
      Months Ended September 30, 2008Lease
      cancellations and commitments
                    
                    $
                    1,043
                    
                    
                    $
                    (46
                    )
                    
                    $
                    (127
                    )
                    
                    $
                    870Three
      Months Ended September 30, 2007Lease
      cancellations and commitments
                    
                    $
                    1,741
                    
                    
                    $
                    241
                    
                    
                    $
                    (469
                    )
                    
                    $
                    1,513Termination
      payments to employees and related costs
                    
                    
                    356
                    
                    
                    
                    -
                    
                    
                    
                    18
                    
                    
                    
                    374$
                    2,097
                    
                    
                    $
                    241
                    
                    
                    $
                    (451
                    )
                    
                    $
                    1,887Nine
      Months Ended September 30, 2008Lease
      cancellations and commitments
                    
                    $
                    1,326
                    
                    
                    $
                    (88
                    )
                    
                    $
                    (368
                    )
                    
                    $
                    870Nine
      Months Ended September 30, 2007Lease
      cancellations and commitments
                    
                    $
                    2,138
                    
                    
                    $
                    712
                    
                    
                    $
                    (1,337
                    )
                    
                    $
                    1,513Termination
      payments to employees and related costs
                    
                    
                    347
                    
                    
                    
                    -
                    
                    
                    
                    27
                    
                    
                    
                    374$
                    2,485
                    
                    
                    $
                    712
                    
                    
                    $
                    (1,310
                    )
                    
                    $
                    1,887
  ~ 13
~
 Table of
Contents
 Note
7. Related Party Transactions
  In June
2007, we executed a software license agreement with a third party in which Dr.
Pehong Chen, our CEO and largest stockholder, is a board member. In March 2008,
we executed a renewal of the license agreement and we recognized license revenue
starting April 1, 2008.  The contract value of the renewed agreement
is $62,000.  As of September 30, 2008, we recognized revenue of
approximately $31,000.
 Note 8. Subsequent
Events
  On September 9, 2008, we announced that our Board of
Directors and requisite stockholders had approved at a reverse split ratio of
one-for-twenty-five a reverse split of our common stock.  Our common
stock began trading on a post-split basis at the opening of trading on October
27, 2008.  The accompanying consolidated financial statements and related
financial information contained herein for all periods presented have been
retroactively restated to give effect to the stock split in accordance with U.S.
GAAP.
   Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations


This
report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, which are
subject to the "safe harbor" created by those sections. These forward-looking
statements are generally identified by words such as "expect," "anticipate,"
"intend," "believe," "hope," "assume," "estimate," "plan," "will" and other
similar words and expressions. These forward-looking statements involve risks
and uncertainties that could cause our actual results to differ materially from
those expressed or implied in the forward-looking statements as a result of
certain factors, including those described herein and in the Company's most
recently filed Annual Report on Form 10-K and other documents filed with the
SEC. We undertake no obligation to publicly release any revisions to the
forward-looking statements or to reflect events and circumstances after the date
of this document.




Critical
Accounting Policies, Estimates and Judgments


There
have been no material changes in our critical accounting policies, estimates and
judgments during the nine month period ended September 30, 2008 compared to the
disclosures in Part II, Item 8 of our Annual Report on Form 10-K for the year
ended December 31, 2007, other than as disclosed herein.




Revenue
Recognition


Consulting
revenues are generally accounted for separately from new software license
revenues because the arrangements qualify as service transactions as defined in
SOP 97-2. The more significant factors considered in determining whether the
revenue should be accounted for separately include the nature of services (i.e.,
consideration of whether the services are essential to the functionality of the
licensed product), degree of risk, availability of services from other vendors,
timing of payments and impact of milestones or acceptance criteria on the
realizability of the software license fee. Revenues for consulting services are
generally recognized as the services are performed. If there is a significant
uncertainty about the project completion or receipt of payment for the
consulting services, revenue is deferred until the uncertainty is sufficiently
resolved. For the fixed or “not to exceed” fees contracts, revenue are
recognized based on SOP 81-1.  We estimate the proportional
performance on contracts on a basis of utilizing hours incurred to date as a
percentage of total estimated hours to complete the project.
  Maintenance
revenues, which include revenues bundled with software license agreements that
entitle the customers to technical support and future unspecified enhancements
to our products, are deferred and recognized ratably over the related agreement
period, generally twelve months.
 
 Our
consulting services, which consist of consulting, maintenance and training, were
delivered through the BVGS organization until December 2007. In January 2008, we
renamed BVGS to WebSo.  In order to support our customers’ expanded
needs relating to recently launched products, WebSo involves more internal
departments than did the BVGS organization.    The services
that we provide are not essential to the functionality of the software. We
record reimbursement from our customers for out-of-pocket expenses as an
increase to services revenues.
  ~ 14
~
 Table of
Contents


Results
of Operations


Revenues


Total revenuesdecreased 36% during the three months ended September
30, 2008, to $8.2 million, as compared to $12.8 million for the three
months ended September 30, 2007. Total revenues decreased 32% during the nine
months ended September 30, 2008, to $26.3 million, as compared to
$38.8 million for the nine months ended September 30, 2007. A summary of our
revenues by geographic region is as follows (dollars in thousands,
unaudited):


SoftwareLicenses
            
            
            %
            
            
            Services
            
            
            %
            
            
            Total
            
            
            %Three
      Months Ended:September
      30, 2008Americas
            
            $
            1,669
            
            
            
            80
            %
            
            $
            2,428
            
            
            
            40
            %
            
            $
            4,097
            
            
            
            50
            %Europe
            
            
            384
            
            
            
            18
            
            
            
            2,740
            
            
            
            45
            %
            
            
            3,124
            
            
            
            38Asia
      Pacific
            
            
            43
            
            
            
            2
            
            
            
            927
            
            
            
            15
            %
            
            
            970
            
            
            
            12Total
            
            $
            2,096
            
            
            
            100
            %
            
            $
            6,095
            
            
            
            100
            %
            
            $
            8,191
            
            
            
            100
            %September
      30, 2007Americas
            
            $
            4,386
            
            
            
            83
            %
            
            $
            5,402
            
            
            
            72
            %
            
            $
            9,788
            
            
            
            77
            %Europe
            
            
            586
            
            
            
            11
            
            
            
            1,045
            
            
            
            14
            
            
            
            1,631
            
            
            
            13Asia
      Pacific
            
            
            308
            
            
            
            6
            
            
            
            1,029
            
            
            
            14
            
            
            
            1,337
            
            
            
            10Total
            
            $
            5,280
            
            
            
            100
            %
            
            $
            7,476
            
            
            
            100
            %
            
            $
            12,756
            
            
            
            100
            %Nine
      Months Ended:September
      30, 2008Americas
            
            $
            5,237
            
            
            
            61
            %
            
            $
            7,895
            
            
            
            45
            %
            
            $
            13,132
            
            
            
            50
            %Europe
            
            
            2,347
            
            
            
            28
            
            
            
            7,205
            
            
            
            41
            %
            
            
            9,552
            
            
            
            36Asia
      Pacific
            
            
            937
            
            
            
            11
            
            
            
            2,629
            
            
            
            14
            %
            
            
            3,566
            
            
            
            14Total
            
            $
            8,521
            
            
            
            100
            %
            
            $
            17,729
            
            
            
            100
            %
            
            $
            26,250
            
            
            
            100
            %September
      30, 2007Americas
            
            $
            10,798
            
            
            
            65
            %
            
            $
            14,398
            
            
            
            65
            %
            
            $
            25,196
            
            
            
            65
            %Europe
            
            
            3,810
            
            
            
            23
            
            
            
            4,639
            
            
            
            21
            
            
            
            8,449
            
            
            
            22Asia
      Pacific
            
            
            1,900
            
            
            
            12
            
            
            
            3,224
            
            
            
            14
            
            
            
            5,124
            
            
            
            13Total
            
            $
            16,508
            
            
            
            100
            %
            
            $
            22,261
            
            
            
            100
            %
            
            $
            38,769
            
            
            
            100
            %




We experienced declines in
revenues as a result of a decline in general economic conditions and the fact
that we operate in a very competitive industry.  Financial comparisons
discussed herein may not be indicative of future performance.  We
believe one of our major remaining challenges is increasing prospective
customers’ prioritization of purchasing our products and services over competing
IT projects.


Software
license revenuesdecreased 60% during the three months
ended September 30, 2008, to $2.1 million, as compared to $5.3 million for the
three months ended September 30, 2007.  Software license revenues
decreased 49% during the nine months ended September 30, 2008, to $8.5
million, as compared to $16.5 million for the nine months ended
September 30, 2007.  The decrease was caused primarily by the
weak macroeconomic conditions internationally.  Economic uncertainties
also negatively impacted the timing of spending decisions and the spending level
of prospective customers.   We attribute the decline to a delay
in spending as our customers adjust to the uncertain economic climate,
particularly those in the financial services and government
segments.  We believe our sales of products to the financial services
sector may have also been adversely affected by the deterioration of the
mortgage markets and corresponding adverse effects on our potential customers.
 
 ~ 15
~
 Table of
Contents
 Services
revenuesconsisting of
consulting revenues, customer training revenues and maintenance revenues
decreased 19% during the three months ended September 30, 2008, to $6.1 million,
as compared to $7.5 million for the three months ended September 30, 2007.
Services revenues (including maintenance and consulting) decreased 20% during
the nine months ended September 30, 2008, to $17.7 million, as
compared to $22.3 million for the nine months ended September 30,
2007. The decrease in service revenues was mainly attributable to lower
maintenance revenues. Maintenance revenues decreased 24% for the three months
ended September 30, 2008, to $4.4 million, as compared to $5.8 million
for the three months ended September 30, 2007.  Maintenance revenues
decreased 24% for the nine months ended September 30, 2008, to
$13.3 million, as compared to $17.4 million for the nine months ended
September 30, 2007.  This decrease in maintenance revenues was
due to a decline in demand for additional licenses by
customers.  Consulting and training revenues increased 6% for the
three months ended September 30, 2008, to $1.7 million, as compared to
$1.6 million for the three months ended September 30,
2007.  Consulting revenues decreased 8% for the nine months ended
September 30, 2008, to $4.4 million, as compared to $4.8 million
for the nine months ended September 30, 2007. This decrease in consulting
revenues was attributable to a decline in demand for new licenses from our
customers. Consulting revenues tend to trail license revenues by 6 to 12
months.


Cost
of Revenues


Cost
of software license revenues includes the costs of product media, duplication,
packaging and other manufacturing costs, as well as royalties payable to third
parties for software that is either embedded in, or bundled and licensed with
our products. Cost of services consists primarily of employee-related costs,
third-party consultant fees incurred on consulting projects, post-contract
customer support and instructional training services. A summary of our cost of
revenues is as follows (dollars in thousands, unaudited):


Three
      Months Ended September 30,
            
            
            Nine
      Months Ended September 30,2008
            
            
            
            %
            (1)
            
            2007
            
            
            
            %
            (1)
            
            2008
            
            
            
            %
            (1)
            
            2007
            
            
            
            %
            (1)Cost
      of software licenses
            
            $
            7
            
            
            
            -
            %
            
            $
            3
            
            
            
            -
            %
            
            $
            20
            
            
            
            -
            %
            
            $
            37
            
            
            
            -
            %Cost
      of services
            
            
            2,218
            
            
            
            27
            %
            
            
            2,102
            
            
            
            17
            %
            
            
            6,626
            
            
            
            25
            %
            
            
            6,710
            
            
            
            17
            %Total
      cost of revenues
            
            $
            2,225
            
            
            
            27
            %
            
            $
            2,105
            
            
            
            17
            %
            
            $
            6,646
            
            
            
            25
            %
            
            $
            6,747
            
            
            
            17
            % _______________________


(1)
            Expressed
      as a percent of total revenues for the period
  indicated.




Cost of software licensesincreased 133% during the three months ended September 30, 2008, to
$7,000, as compared to $3,000 for the three months ended September 30,
2007.  Cost of software licenses decreased 46% during the nine months
ended September 30, 2008, to $20,000, as compared to $37,000 for the nine
months ended September 30, 2007.  This decrease is primarily a result
of a decrease in the portion of license revenues generated from royalty-bearing
products.


Cost of servicesincreased 5% during
the three months ended September 30, 2008, to $2.2 million, as compared to
$2.1 million for the three months ended September 30,
2007.   Cost of servicesdecreased 2% during the
nine months ended September 30, 2008, to $6.6 million, as compared to
$6.7 million for the nine months ended September 30,
2007.  This decrease was the result of the reduction in consulting
expenses and less services revenue.
  Gross margindecreased to 73%
during the three months ended September 30, 2008 as compared to 83% for the
three months ended September 30, 2007. Gross margin decreased to 75% during the
nine months ended September 30, 2008 from 83% for the nine months ended
September 30, 2007.  This decrease is a result of a decline in
total revenues along with steady cost of revenues.
  ~ 16
~
 Table of
Contents
  A
summary of operating expenses, including as a percentage of total revenues, is
set forth in the following table (dollars in thousands,
unaudited):


Three
      Months Ended
            
            Nine
      Months EndedSeptember
      30,
            
            
            September
      30,2008
            
            
            
            %
            (1)
            
            2007
            
            
            
            %
            (1)
            
            2008
            
            
            
            %
            (1)
            
            2007
            
            
            
            %
            (1)Research
      and development
            
            $
            2,217
            
            
            
            27
            %
            
            $
            2,283
            
            
            
            18
            %
            
            $
            6,863
            
            
            
            26
            %
            
            $
            7,422
            
            
            
            19
            %Sales
      and marketing
            
            
            1,937
            
            
            
            24
            
            
            
            1,898
            
            
            
            15
            
            
            
            5,783
            
            
            
            22
            %
            
            
            5,748
            
            
            
            15General
      and administrative
            
            
            1,659
            
            
            
            20
            
            
            
            1,705
            
            
            
            14
            
            
            
            4,960
            
            
            
            19
            %
            
            
            4,250
            
            
            
            11Restructuring
      charges
            
            
            6
            
            
            
            -
            
            
            
            260
            
            
            
            2
            
            
            
            (17
            )
            
            
            -
            %
            
            
            845
            
            
            
            3Total
      operating expenses
            
            $
            5,819
            
            
            
            71
            %
            
            $
            6,146
            
            
            
            49
            %
            
            $
            17,589
            
            
            
            67
            %
            
            $
            18,265
            
            
            
            48
            % _______________________


(1)
            Expressed
      as a percent of total revenues for the period
  indicated.




Research and
development expensesdecreased 4% during the three months
ended September 30, 2008, to $2.2 million, as compared to $2.3 million
for the three months ended September 30, 2007.  Research and
development expenses decreased 7% during the nine months ended
September 30, 2008, to $6.9 million, as compared to $7.4 million
for the nine months ended September 30, 2007.   This
decrease was the result of reductions in a number of areas, including a
reduction in bonus, computer supplies, depreciation expenses in computers and
software.
  Sales and marketing expensesremained constant at $1.9 million during
the three months ended September 30, 2008, as compared to the three months ended
September 30, 2007.  Sales and marketing expensesincreased 2% during the
nine months ended September 30, 2008, to $5.8 million, as compared to
$5.7 million for the nine months ended September 30, 2007.  This
increase was the result of marketing expansions during the nine months ended
September 30, 2008.
  General and administrative expensesremained constant at $1.7 million during the three months ended
September 30, 2008, as compared to the three months ended September 30,
2007.  General and administrative expensesincreased 16% during
the nine months ended September 30, 2008, to $5.0 million, as compared
to $4.3 million for the nine months ended September 30,
2007. This increase is primarily as a result of a one-time reduction of
approximately $550,000 due to a settlement with our telephone provider for the
nine months ended September 30, 2007.
  Interest income, netincreased 5% for the three months ended September 30, 2008, to $478,000,
as compared to $456,000 for the three months ended September 30,
2007.  The increase is due to increased cash balances throughout
2008.  Interest income, net decreased 6% for the nine months ended
September 30, 2008, to $1,280,000, as compared to $1,366,000 for the nine
months ended September 30, 2007.  The decrease is due to a
decline in interest rates.
  Gain on revaluation of warrantsfor the three months ended September 30,
2008 was $581,000, as compared to a loss of $680,000 for the three months ended
September 30, 2007.  Gain on revaluation of warrantswas $3,661,000 for the
nine months ended September 30, 2008 as compared to loss on revaluation of
warrants of $4,918,000 for the nine months ended September 30,
2007.  These changes are primarily due to fluctuations in our stock
price during the relevant periods.
  Other income, netduring the three months ended September
30, 2008, was a loss of $876,000, as compared to a gain of $762,000 for the
three months ended September 30, 2007.  Other income, net,decreased 57% for the
nine months ended September 30, 2008, to $458,000, as compared to
$1,068,000 for the nine months ended September 30, 2007.  The
changes were primarily due to unrealized loss on the foreign exchange
transactions.
  Provision for income taxes expenseduring the three months ended September
30, 2008, was  $41,000, as compared to a benefit for income tax
expenses of $419,000 for the three months ended September 30,
2007.  Provision for income taxes was $328,000 for the nine months
ended September 30, 2008 as compared to a benefit for income tax expenses
$133,000 for the nine months ended September 30, 2007. The provision primarily
relates to Alternative Minimum Taxes (AMT) calculated for Federal purposes after
application of net operating loss (NOL) carryforwards and state income tax in
various jurisdictions.
  ~ 17
~
 Table of
Contents
  Liquidity
and Capital Resources




Overview


Our
consolidated balance sheet strengthened considerably throughout 2007 and in the
first nine months of 2008 compared to prior periods.  As of September
30, 2008, we had $62.5 million of cash and cash equivalents with no long-term
debt borrowings, as compared to a balance of $54.0 million at December 31, 2007.
The increase was due primarily to the $8.5 million cash generated from our
operations in the nine months ended September 30, 2008.
 
 Revenues
for the first nine months of 2008 were $26.3 million, as compared to revenues of
$38.8 million for the first nine months of 2007. License revenue for the first
nine months of 2008 was $8.5 million compared to $16.5 million for the first
nine months of 2007. The majority of our license revenue for the first nine
months of 2008 was generated by our core Business Agility SuiteTM, Commerce
Agility SuiteTM and eMerchandisingTM solutions and from customers such as Saipem
SPA, Zain, Raiffeisen Hungary, State of Minnesota, Bio-Rad and several other
international customers. License revenues decreased in all regions as compared
to the first nine months of 2007. The decline in revenue was caused primarily by
the weak macroeconomic conditions internationally.  We attribute the
overall decline in revenues in part to the general economic slowdown in
2008.
 
 We
continued to focus on expense control in the third quarter of 2008. Operating
expenses for the third quarter of 2008 were $5.8 million, as compared to $6.1
million for the third quarter of 2007. For the three months ended September 30,
2008 and 2007, we had a gain of $581,000 and a loss of $680,000, respectively,
on the revaluation of warrants. As a result, for the three months ended
September 30, 2008, net income was $289,000, or $0.06 per diluted share. This
compares to net income of $5.5 million, or $1.22 per diluted share, for the
three months ended September 30, 2007.
 
 The
following table represents our liquidity at September 30, 2008 and December 31,
2007 (dollars in thousands):


September
      30,
            
            
            December
      31,2008
            
            
            2007(unaudited)Cash
      and cash equivalents
            
            $
            62,530
            
            
            $
            53,973Restricted
      cash, current portion
            
            $
            20
            
            
            $
            20Working
      capital
            
            $
            48,908
            
            
            $
            40,494Working
      capital ratio
            
            
            3.27
            
            
            
            2.80




Cash
Provided By Operating Activities


Cash
provided by operating activities was $8.3 million for the nine months ended
September 30, 2008. Net cash provided by operating activities in this period
consisted primarily of $3.1 million in operating profit (excluding restructuring
charges and revaluation of warrants) generated from sales margin improvement and
company-wide cost reduction efforts, plus the increase of $5.2 million in the
other areas, such as prepaid, other current assets, unearned revenue accounts,
accounts receivable and other liabilities.
  Cash
provided by operating activities was $12.5 million for the nine months ended
September 30, 2007. Net cash provided by operating activities in this period
consisted primarily of $15.7 million in operating profit (excluding
restructuring charges) generated from sales margin improvement and company-wide
cost reduction efforts, offset by payment of $3.1 million of accounts payable
and accrued expenses and reduction in accounts receivable and unearned revenue
accounts.
 
 ~ 18
~
 Table of
Contents
 Cash
Used For Investing Activities
  Cash used for investing activities was
$70,000 for the nine months ended September 30, 2008. This figure reflects a
dividend received of $35,000 from a cost method investment previously written
off, offset by $105,000 in expenditures for the purchase of property and
equipment.  Cash used for investing activities was $270,000 for the
nine months ended September 2007. This figure reflects the release of $201,000
of restricted cash, offset by $471,000 in expenditures for the purchase of
property and equipment and leasehold improvements related to the relocation of
our corporate headquarters.
 
 Cash
Provided By Financing Activities
  Cash
provided by financing activities was $594,000 for the nine months ended
September 30, 2008, primarily consisting of cash received in connection with the
exercise of stock options and employees’ purchases of common stock under the
Employee Stock Purchase Plan (“Purchase Plan”). Cash provided by financing
activities was $1.6 million for the nine months ended September 30, 2007,
primarily consisting of cash received in connection with employees' exercise of
stock options and warrants and employees’ purchases of common stock under the
Purchase Plan.





Leases
and Other Contractual Obligations


We lease
our headquarters facility and other facilities under non-cancelable operating
lease agreements expiring through the year 2012. A total of $1.0 million of
restricted cash as shown on our Condensed Consolidated Balance Sheets represents
collateral for the letter of credit.  This letter of credit has been
issued in connection with our facility lease obligation.
  Item 3.Quantitative and Qualitative Disclosures About
Market Risk
  Our
exposure to market risk for changes in interest rates relates primarily to our
investment portfolio. We had no derivative financial instruments as of September
30, 2008 and 2007. We place our investments in instruments that meet high credit
quality standards and the amount of credit exposure to any one issue, issuer and
type of instrument is limited.
  Item 4. Controls and Procedures
  Evaluation of
Disclosure Controls and Procedures
 
 Our Chief
Executive Officer and our Chief Financial Officer have concluded, based on an
evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended) by our management, with the participation of our Chief
Executive Officer and our Chief Financial Officer, that our disclosure controls
and procedures were effective at the reasonable assurance level as of the end of
the period covered by this report.
 
 Changes
in Internal Control over Financial Reporting
  There has
been no change in our internal control over financial reporting during the
quarter ended September 30, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
 
 Limitations
on the Effectiveness of Controls
  Our
disclosure controls and procedures are designed to provide reasonable assurance
of achieving their objectives and our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective at that reasonable assurance level.  However, our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our Company have been detected.




~ 19
~
 
 Table of
Contents
  PART II. OTHER INFORMATION
  Item 1. Legal Proceedings
  We are subject
from time to time to various legal actions and other claims arising in the
ordinary course of business. In our opinion, the outcomes of current legal
proceedings will not be not material to our financial
statements.
  Item 1A. Risk Factors
  The
risks and uncertainties described below are not the only ones facing us.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed. In that event, the
trading price of our common stock could decline.
 
 We have a history
of losses and our future profitability on a quarterly or annual basis is
uncertain, which could have a harmful effect on our business and the value of
BroadVision common stock.
  While
we have recently generated positive operating income and cash flow, we have
incurred substantial cumulative net operating losses and negative cash flows
from operations since 2000. As of September 30, 2008, we had an accumulated
deficit of approximately $1.2 billion.
  Given
our planned operating and capital expenditures, for the foreseeable future we
expect our results of operations to fluctuate, and during this period we may
incur losses and/or negative cash flows. If our revenue does not increase or if
we fail to maintain our expenses at an amount less than our projected revenue,
we will not be able to achieve or sustain operating profitability on a
consistent basis. We are continuing our efforts to reduce and control our
expense structure. We believe strict cost containment and expense reductions are
essential to achieving positive cash flow and profitability. A number of factors
could preclude us from successfully bringing costs and expenses in line with our
revenues, including unplanned uses of cash, the inability to accurately forecast
business activities and further deterioration of our revenues. If we are not
able to effectively reduce our costs and achieve an expense structure
commensurate with our business activities and revenues, we may have inadequate
levels of cash for operations or for capital requirements, which could
significantly harm our ability to operate our business.
  Our
failure to operate profitably or control negative cash flows on a quarterly or
annual basis could harm our business and the value of BroadVision common stock.
If we experience negative cash flow in the future, our liquidity and ability to
operate our business could be severely and adversely impacted. Additionally, our
ability to raise capital may be hindered due to our operational losses and
negative cash flows, reducing our operating flexibility.
 
 Our business
currently depends on revenue related to BroadVision e-business solutions, and if
the market does not increasingly accept these products and related products and
services, our revenue may continue to decline.
  We
generate our revenue from licenses of BroadVision e-business solutions,
including process, commerce, portal and content management and related products
and services. We expect that these products, and future upgraded versions, will
continue to account for a large portion of our revenue in the foreseeable
future. Our future financial performance will depend on increasing acceptance of
our current product and on the successful development, introduction and customer
acceptance of new and enhanced versions of our products. If new and future
versions and updates of our products and services do not gain market acceptance
when released commercially, or if we fail to deliver the product enhancements
and complementary third party products that customers want, demand for our
products and services, and our revenue, may decline.
  ~ 20
~
 Table of
Contents
 We
have recently introduced new products, services and technologies and our
business will be harmed if we are not successful in selling these offerings to
our existing customers and new customers.
 
 In
early 2007, we introduced a product roadmap that included new products, services
and technologies, to complement and replace certain of our existing products,
services and technologies.  We formally released the BroadVision 8.1
version at the end of the third quarter of 2007. We have spent significant
resources in developing these offerings and training our employees to implement
and support the offerings, and we plan to add additional sales and marketing
resources to support these new products, services and technologies.  We do
not yet know whether any of these new offerings will appeal to existing and
potential new customers, and if so, whether sales of these new offerings will be
sufficient for us to offset the costs of development, implementation, support
and marketing. Our existing customers may determine that the BroadVision
products and services they currently use are sufficient for their purposes, or
that the added benefit from these new offerings is not sufficient to merit the
additional cost.  As a result we may need to decrease our prices or develop
modifications.  Although we have performed extensive testing of our new
products and technologies, their broad-based implementation may require more
support than we anticipate, which would further increase our expenses. If sales
of our new products, services and technologies are lower than we expect, or if
we must lower our prices or delay implementation to fix unforeseen problems and
develop modifications, our operating margins are likely to decrease and we may
not be able to operate profitably.  A failure to operate profitably would
significantly harm our business.
 
 Because our
quarterly operating results are volatile and difficult to predict, our quarterly
operating results in one or future periods are likely to fluctuate
significantly, which could cause our stock price to decline if we fail to meet
the expectations of securities analysts or investors.
  Historically
our quarterly operating results have varied significantly from quarter to
quarter and are likely to continue to vary significantly in the future. If our
revenues, operating results, earnings or future projections are below the levels
expected by securities analysts or investors, our stock price is likely to
decline.
  We
may continue to experience significant fluctuations in our future results of
operations due to a variety of factors, some of which are outside of our
control, including:


•
            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.




~ 21
~
 Table of
Contents


As a
result of these factors, we believe that quarter-to-quarter comparisons of our
revenue and operating results are not necessarily meaningful, and that these
comparisons are not accurate indicators of future performance. Because our
staffing and operating expenses are based on anticipated revenue levels, and
because a high percentage of our costs are fixed, small variations in the timing
of the recognition of specific revenue could cause significant variations in
operating results from quarter to quarter. If we were unable to adjust spending
in a timely manner to compensate for any revenue shortfall, any significant
revenue shortfall would likely have an immediate negative effect on our
operating results. If our operating results in one or more future quarters fail
to meet the expectations of securities analysts or investors, we would expect to
experience an immediate and significant decline in the trading price of our
stock.
  If
we are unable to maintain our disclosure controls and procedures, including our
internal control over financial reporting, our ability to report our financial
results on a timely and accurate basis may be adversely affected.
  We have
evaluated our “disclosure controls and procedures” as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as well as our
internal control over financial reporting as required by Section 404 of the
Sarbanes-Oxley Act of 2002. Our independent registered public accounting firm
has performed a similar evaluation of our internal control over financial
reporting. Effective controls are necessary for us to provide reliable financial
reports and effectively prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, our operating results could be harmed. As of
December 31, 2007, we concluded that our internal controls over financial
reporting were effective, as further described below in Item 9A, Controls
and Procedures.
  We
previously reported that as of March 31, 2006, we did not have a sufficient
number of experienced personnel in our accounting and finance organization to
facilitate an efficient financial statement close process and permit the
preparation of our financial statements in accordance with U.S. GAAP. For
example, there were a significant number of adjustments to our financial
statements during the course of the 2005 audit, at least one of which was
individually material and required us to restate several prior quarters. Our
personnel also lacked certain required skills and competencies to oversee the
accounting operations and perform certain important control functions, such as
the review, periodic inspection and investigation of transactions of our foreign
locations. We consider this to be a deficiency that was also a material weakness
in the operation of entity-level controls. Despite taking a variety of remedial
measures, we were unable to conclude that no material weakness existed as of
December 31, 2006. Accordingly, when our management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2006,
this assessment identified one material weakness.
  While we
have remedied this material weakness as of December 31, 2007, maintaining
sufficient expertise and historical institutional knowledge in our accounting
and finance organization is dependent upon retaining existing employees and
filling any open positions with experienced personnel in a timely fashion. The
market for skilled accounting and finance personnel is competitive and we may
have continued difficulty in retaining our staff.  We lost three
experienced senior accountants in March and April 2008 to established companies
who offered more lucrative compensation packages.  Our inability to
staff the department with competent personnel with sufficient training will
affect our internal controls over financial reporting to the extent that we may
not be able to prevent or detect material misstatements.
  If
we are unable to keep pace with the rapid technological changes in online
commerce and communication, our products and services may fail to be
competitive.
 
 Our
products and services may fail to be competitive if we do not maintain or exceed
the pace of technological developments in Internet commerce and communication.
Failure to be competitive could cause our revenue to decline. The information
services, software and communications industries are characterized by rapid
technological change, changes in customer requirements, frequent new product and
service introductions and enhancements and evolving industry standards and
practices. The introduction of products and services embodying new technologies
and the emergence of new industry standards and practices can render existing
products and services obsolete. Our future success will depend, in part, on our
ability to:


•
            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.




~ 22
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 Table of
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Our
sales and product implementation cycles are lengthy and subject to delay, which
make it difficult to predict our quarterly results.


Our
sales and product implementation cycles generally span months. Delays in
customer orders or product implementations, which are difficult to predict, can
affect the timing of revenue recognition and adversely affect our quarterly
operating results. Licensing our products is often an enterprise-wide decision
by prospective customers. The importance of this decision requires that we
engage in a lengthy sales cycle with prospective customers. A successful sales
cycle may last up to nine months or longer. Our sales cycle is also affected by
a number of other factors, some of which we have little or no control over,
including the volatility of the overall software market, the business condition
and purchasing cycle of each prospective customer, and the performance of our
technology partners, systems integrators and resellers. The implementation of
our products can also be time and resource intensive, and subject to unexpected
delays. Delays in either product sales or implementations could cause our
operating results to vary significantly from quarter to quarter.
  Current and
potential competitors could make it difficult for us to acquire and retain
customers now and in the future.
 
 The
market for our products is intensely competitive. We expect competition in this
market to persist and increase in the future. If we fail to compete successfully
with current or future competitors, we may be unable to attract and retain
customers. Increased competition could also result in price reductions for our
products and lower profit margins and reduced market share, any of which could
harm our business, results of operations and financial condition.
  Many
of our competitors have significantly greater financial, technical, marketing
and other resources, greater name recognition, a broader range of products and a
larger installed customer base, any of which could provide them with a
significant competitive advantage. In addition, new competitors, or alliances
among existing and future competitors, may emerge and rapidly gain significant
market share. Some of our competitors, particularly established software
vendors, may also be able to provide customers with products and services
comparable to ours at lower or at aggressively reduced prices in an effort to
increase market share or as part of a broader software package they are selling
to a customer. We may be unable to match competitor's prices or price
reductions, and we may fail to win customers that choose to purchase an
information technology solution as part of a broader software and services
package. As a result, we may be unable to compete successfully with current or
new competitors.
  Because a
significant portion of our sales activity occurs at the end of each fiscal
quarter, delays in a relatively small number of license transactions could
adversely affect our quarterly operating
results.
  A
significant proportion of our sales are concentrated in the last month of each
fiscal quarter. Gross margins are high for our license transactions. Customers
and prospective customers may use these conditions in an attempt to obtain more
favorable terms. While we endeavor to avoid making concessions that could result
in lower margins, the negotiations often result in delays in closing license
transactions. Small delays in a relatively small number of license transactions
could have a significant impact on our reported operating results for that
quarter.
  ~ 23
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 Table of
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 We have
substantially modified our business and operations and will need to manage and
support these changes effectively in order for our business plan to
succeed.
  We
have substantially expanded and subsequently contracted our business and
operations since our inception in 1993. We grew from 652 employees at the end of
1999 to 2,412 employees at the end of 2000 and then reduced our numbers to 181
at the end of 2005, and 159 at the end of 2006. On September 30, 2008, we had
225 employees. As a consequence of our employee base growing and then
contracting so rapidly, we entered into significant contracts for facilities
space for which we ultimately determined we did not have a future use. We
announced during the third and fourth quarters of 2004 that we had agreed with
the landlords of various facilities to renegotiate future lease commitments,
extinguishing a total of approximately $155 million of future obligations.
The management of the expansion and later reduction of our operations has taken
a considerable amount of our management's attention during the past several
years. As we manage our business to introduce and support new products, we will
need to continue to monitor our workforce and make appropriate changes as
necessary. If we are unable to support past changes and implement future changes
effectively, we may have to divert additional resources away from executing our
business plan and toward internal administration. If our expenses significantly
outpace our revenues, we may have to make additional changes to our management
systems and our business plan may not succeed.
  We may face
liquidity challenges and need additional financing in the
future.
  We
currently expect to be able to fund our working capital requirements from our
existing cash and cash equivalents and our anticipated cash flows from
operations and subleases through at least September 30, 2009. However, we could
experience unforeseen circumstances, such as an economic downturn, difficulties
in retaining customers and/or key employees, or other factors that could
increase our use of available cash and require us to seek additional financing.
We may find it necessary to obtain additional equity or debt financing due to
the factors listed above or in order to support a more rapid expansion, develop
new or enhanced products or services, respond to competitive pressures, acquire
complementary businesses or technologies or respond to unanticipated
requirements.
  We
may seek to raise additional funds through private or public sales of
securities, strategic relationships, bank debt, financing under leasing
arrangements or otherwise. If additional funds are raised through the issuance
of equity securities, the percentage ownership of our stockholders will be
reduced, stockholders may experience additional dilution or any equity
securities we sell may have rights, preferences or privileges senior to those of
the holders of our common stock. We expect that obtaining additional financing
on acceptable terms would be difficult, at best. If adequate funds are not
available or are not available on acceptable terms, we may be unable to pay our
debts as they become due, develop our products, take advantage of future
opportunities or respond to competitive pressures or unanticipated requirements,
which could have a material adverse effect on our business, financial condition
and future operating results.
 
 We are dependent
on direct sales personnel and third-party distribution channels to achieve
revenue growth.
  To
date, we have sold our products primarily through our direct sales force. Our
ability to achieve significant revenue growth in the future largely will depend
on our success in recruiting, training and retaining sufficient direct sales
personnel and establishing and maintaining relationships with distributors,
resellers and systems integrators. Our products and services require a
sophisticated sales effort targeted at the senior management of our prospective
customers. New hires as well as employees of our distributors, resellers and
systems integrators require training and may take a significant amount of time
before achieving full productivity. Our recent hires may not become as
productive as necessary, and we may be unable to hire and retain sufficient
numbers of qualified individuals in the future. We have entered into strategic
alliance agreements with partners, under which partners have agreed to resell
and support our current BroadVision product suite. These contracts are generally
terminable by either party upon 30 days' notice of an uncured material
breach or for convenience upon 90 days' notice prior to the end of any
annual term. Termination of any of these alliances could harm our expected
revenues. We may be unable to expand our other distribution channels, and any
expansion may not result in revenue increases. If we fail to maintain and expand
our direct sales force or other distribution channels, our revenues may not grow
or they may decline. Revenue generated from third-party distributors in recent
years has not been significant.
  ~ 24
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 Table of
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 Failure to
maintain relationships with third-party systems integrators could harm our
ability to achieve our business plan.
  Our
relationships with third-party systems integrators who deploy our products have
been a key factor in our overall business strategy, particularly because many of
our current and prospective customers rely on integrators to develop, deploy and
manage their online marketplaces. Our efforts to manage our relationships with
systems integrators may not succeed, which could harm our ability to achieve our
business plan due to a variety of factors, including:


•
            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.





We may be unable
to manage or grow our international operations and assets, which could impair
our overall growth or financial position.




We derive
a significant portion of our revenue from our operations outside North America.
In the nine months ended September 30, 2008, approximately 50% of our revenue
was derived from international sales. If we are unable to manage or grow our
existing international operations, we may not generate sufficient revenue
required to establish and maintain these operations, which could slow our
overall growth and impair our operating margins.




As we
rely materially on our operations outside of North America, we are subject to
significant risks of doing business internationally, including:





•
            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.




Management of international operations
presents special challenges, particularly at our reduced staffing levels. For
example, in December 2005, an inappropriate transfer of approximately $60,000
was made from our bank account in Japan to a consulting services provider
affiliated with two officers of our Japan subsidiary without the approvals
required under our internal control policies. Although this transfer was later
detected, the funds were recaptured and the services of the Japan subsidiary
officers involved were terminated, we face the risk that other similar
misappropriations of assets may occur in the future.
  During
the second quarter of 2007, we recorded, for the first time, modest subscription
and consulting revenues related to our new CHRM on-demand solution, which
we officially launched in Beijing in August 2007.  Our
international sales growth could be limited if we are unable to establish
additional foreign operations, expand international sales channel management and
support, hire additional personnel, customize products for local markets and
develop relationships with international service providers, distributors and
system integrators. Even if we are able to successfully expand our international
operations, we may not succeed in maintaining or expanding international market
demand for our products.
 ~ 25
~
 Table of
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  Our success and
competitive position will depend on our ability to protect our proprietary
technology.


Our
success and ability to compete are dependent to a significant degree on our
proprietary technology. We hold a U.S. patent, issued in January 1998, on
elements of the BroadVision platform, which covers electronic commerce
operations common in today's web business. We also hold a U.S. patent,
issued in November 1996, acquired as part of the Interleaf acquisition on the
elements of the extensible electronic document processing system for creating
new classes of active documents. Although we hold these patents, they may not
provide an adequate level of intellectual property protection. In addition,
litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, or to determine the validity and scope of
the proprietary rights of others. It is also possible that third parties may
claim we have infringed their patent, trademark, copyright or other proprietary
rights. Claims may be made for indemnification resulting from allegations of
infringement. Intellectual property infringement claims may be asserted against
us as a result of the use by third parties of our products. Claims or
litigation, with or without merit, could result in substantial costs and
diversions of resources, either of which could harm our business.
  We also
rely on copyright, trademark, service mark, trade secret laws and contractual
restrictions to protect our proprietary rights in products and services. We have
registered “BroadVision”, “iGuide”, “Interleaf” and “Interleaf Xtreme” as
trademarks in the United States and in other countries. It is possible that our
competitors or other companies will adopt product names similar to these
trademarks, impeding our ability to build brand identity and possibly confusing
customers.
  As a
matter of our company policy, we enter into confidentiality and assignment
agreements with our employees, consultants and vendors. We also control access
to and distribution of our software, documents and other proprietary
information. Notwithstanding these precautions, it may be possible for an
unauthorized third party to copy or otherwise obtain and use our software or
other proprietary information or to develop similar software independently.
Policing unauthorized use of our products will be difficult, particularly
because the global nature of the Internet makes it difficult to control the
ultimate destination or security of software and other transmitted data. The
laws of other countries may afford us little or no effective protection of our
intellectual property.
  A breach of the
encryption technology that we use could expose us to liability and harm our
reputation, causing a loss of customers.
  If any breach of the security
technology embedded in our products were to occur, we would be exposed to
liability and our reputation could be harmed, which could cause us to lose
customers. A significant barrier to online commerce and communication is the
secure exchange of valuable and confidential information over public networks.
We rely on encryption and authentication technology, including Open SSL and
public key cryptography technology featuring the major encryption algorithms RC2
and MD5, to provide the security and authentication necessary to affect the
secure exchange of confidential information. Advances in computer capabilities,
new discoveries in the field of cryptography or other events or developments
could cause a breach of the RSA or other algorithms that we use to protect
customer transaction data.
  ~ 26
~
 Table of
Contents
 The loss or
malfunction of technology licensed from third parties could delay the
introduction of our products and services.
  We rely
in part on technology that we license from third parties. The loss or
malfunction of any of these technology licenses could harm our business. We
integrate or sublicense this technology with internally developed software to
perform key functions. For example, our products and services incorporate data
encryption and authentication technology licensed from Open SSL. Third-party
technology licenses might not continue to be available to us on commercially
reasonable terms, or at all. Moreover, the licensed technology may contain
defects that we cannot control. Problems with our technology licenses could
cause delays in introducing our products or services until equivalent
technology, if available, is identified, licensed and integrated. Delays in
introducing our products and services could adversely affect our results of
operations.
  Our officers, key
employees and highly skilled technical and managerial personnel are critical to
our business, and they may not remain with us in the
future.
  Our
performance substantially depends on the performance of our officers and key
employees. We also rely on our ability to retain and motivate qualified
personnel, especially our management and highly skilled development teams. The
loss of the services of any of our officers or key employees, particularly our
founder and Chief Executive Officer, Dr. Pehong Chen, could cause us to
incur increased operating expenses and divert senior management resources in
searching for replacements. The loss of their services also could harm our
reputation if our customers were to become concerned about our future
operations. We do not carry “key person” life insurance policies on any of our
employees. Our future success also depends on our continuing ability to
identify, hire, train and retain other highly qualified technical and managerial
personnel. Competition for these personnel is intense, especially in the
Internet industry. We have in the past experienced, and may continue to
experience, difficulty in hiring and retaining sufficient numbers of highly
skilled employees. The significant downturn in our business over the past
several years has had and may continue to have a negative impact on our
operations. We have restructured our operations by reducing our workforce and
implementing other cost containment activities. These actions could lead to
disruptions in our business, reduced employee morale and productivity, increased
attrition, and problems with retaining existing and recruiting future
employees.
 
 Limitations on
the online collection of profile information could impair the effectiveness of
our products.
  Online
users' resistance to providing personal data, and laws and regulations
prohibiting use of personal data gathered online without express consent or
requiring businesses to notify their web site visitors of the possible
dissemination of their personal data, could limit the effectiveness of our
products. This in turn could adversely affect our sales and results of
operations.
  One of
the principal features of our products is the ability to develop and maintain
profiles of online users to assist business managers in determining the nature
of the content to be provided to these online users. Typically, profile
information is captured when consumers, business customers and employees visit a
web site and volunteer information in response to survey questions concerning
their backgrounds, interests and preferences. Profiles can be augmented over
time through the subsequent collection of usage data. Although our products are
designed to enable the development of applications that permit web site visitors
to prevent the distribution of any of their personal data beyond that specific
web site, privacy concerns may nevertheless cause visitors to resist providing
the personal data necessary to support this profiling capability. The mere
perception by prospective customers that substantial security and privacy
concerns exist among online users, whether or not valid, may indirectly inhibit
market acceptance of our products.
 
 In
addition, new laws and regulations could heighten privacy concerns by requiring
businesses to notify web site users that the data captured from them while
online may be used by marketing entities to direct product messages to them. We
are subject to increasing regulation at the federal and state levels relating to
online privacy and the use of personal user information. Several states have
proposed legislation that would limit the uses of personal user information
gathered online or require online services to establish privacy policies. In
addition, the U.S. Federal Trade Commission, or FTC, has urged Congress to
adopt legislation regarding the collection and use of personal identifying
information obtained from individuals when accessing web sites. The FTC has
settled several proceedings resulting in consent decrees in which Internet
companies have been required to establish programs regarding the manner in which
personal information is collected from users and provided to third parties. We
could become a party to a similar enforcement proceeding. These regulatory and
enforcement efforts could also harm our customers' ability to collect
demographic and personal information from users, which could impair the
effectiveness of our products.
 
 We may not have
adequate back-up systems, and natural or manmade disasters could damage our
operations, reduce our revenue and lead to a loss of
customers.
  We do not
have fully redundant systems for service at an alternate site. A disaster could
severely harm our business because our service could be interrupted for an
indeterminate length of time. Our operations depend upon our ability to maintain
and protect our computer systems at our facility in Redwood City, California,
which reside on or near known earthquake fault zones. Although these systems are
designed to be fault tolerant, they are vulnerable to damage from fire, floods,
earthquakes, power loss, acts of terrorism, telecommunications failures and
similar events. In addition, our facilities in California could be subject to
electrical blackouts if California faces another power shortage similar to that
of 2001. Although we do have a backup generator that would maintain critical
operations, this generator could fail. We also have significantly reduced our
workforce in a short period of time, which has placed different requirements on
our systems and has caused us to lose personnel knowledgeable about our systems,
both of which could make it more difficult to quickly resolve system
disruptions. Disruptions in our internal business operations could harm our
business by resulting in delays, disruption of our customers' business, loss of
data, and loss of customer confidence.
  ~ 27
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 Table of
Contents
 Risks
related to BroadVision common stock
 
 One
stockholder beneficially owns a substantial portion of the outstanding
BroadVision common stock, and as a result exerts substantial control over
us.
 
 As of
September 30, 2008, Dr. Pehong Chen, our Chairman and CEO, beneficially owned
approximately 1.6 million shares of our common stock, which represents
approximately 37% of the outstanding common stock as of such date. As a result,
Dr. Chen exerts substantial control over all matters coming to a vote of our
stockholders, including with respect to:


•
            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.





This
control by Dr. Chen could depress the market price of our common stock or delay
or prevent a change in control of BroadVision.




Our stock price
has been highly volatile.


The trading price of
BroadVision common stock has been highly volatile. For example, the trading
price of BroadVision common stock has ranged from $10.25 per share to
$114.25 per share between January 1, 2006 and September 30,
2008.On November 5, 2008 the
closing price of BroadVision common stock was $14.00. Our
stock price is subject to wide fluctuations in response to a variety of factors,
including:


•
            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 OTC Bulletin Board;•
            general
      economic conditions; or•
            other
      events or factors that are beyond our
control.




In
addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the trading prices of equity
securities of many technology companies. These fluctuations have often been
unrelated or disproportionate to the operating performance of these companies.
Any negative change in the public's perception of the prospects of Internet or
electronic commerce companies could further depress our stock price regardless
of our results. Other broad market fluctuations may decrease the trading price
of BroadVision common stock. In the past, following declines in the market price
of a company's securities, securities class action litigation, such as the class
action lawsuits filed against us and certain of our officers and directors in
early 2001, has often been instituted against that company. Litigation could
result in substantial costs and a diversion of management's attention and
resources.




Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds




Not
applicable.




Item 3.Defaults Upon Senior Securities




Not
applicable.




~ 28
~
 Table of
Contents




Item 4.Submission of Matters to a Vote of Security
Holders





Not
applicable.





Item 5. Other Information




Not
applicable.





~ 29
~
 Table of
Contents


Item 6.Exhibits




Exhibits


Exhibits
            
            Description3.1
      (1)
            
            Amended
      and Restated Certificate of Incorporation.3.2
      (2)
            
            Certificate
      of Amendment of Certificate of Incorporation.3.3
            
            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 3.331.1
            
            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.








~ 30
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 Table of
Contents








SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




BROADVISION,
      INC.Date:
      November 6, 2008
            
            By:
            
            /s/
      Pehong ChenPehong
      ChenChairman
      of the Board, President and Chief Executive
  Officer




BROADVISION,
      INC.Date:
      November 6, 2008
            
            By:
            
            /s/
      Shin-Yuan TzouShin-Yuan
      TzouChief
      Financial Officer








~ 31
~
 
 Table of
Contents








EXHIBIT INDEX





Exhibits
            
            Description3.1
      (1)
            
            Amended
      and Restated Certificate of Incorporation.3.2
      (2)
            
            Certificate
      of Amendment of Certificate of Incorporation.3.3
            
            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 3.331.1
            
            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.











~ 32
~