**UNITED STATES****SECURITIESAND EXCHANGE COMMISSION**

**Washington, DC  20549**

 

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**FORM 10-Q/A**

**(Amendment No.1)**

 

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| **(Mark One)**                               |
|----------------------------------------------|
|                                         |   |   |
| **ý**                                   | ** ** | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                         |   |   |
| **For the Quarter ended September 30, 2004** |
| ** **                                   | ** ** | ** ** |
| **OR**                                       |
|                                         |   |   |
| **o**                                        | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                         |   |   |
| **0-28252**                                  |
| **(Commission File Number)**                 |

 

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** **

**BROADVISION, INC.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                    | ** ** | **94-3184303**                           |
|-----------------------------------------------------------------|------------|------------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification Number) |
|                                                            |       |                                     |
| **585 Broadway,  Redwood City, California**                     |       | **94063**                                |
| (Address of principal executive offices)                        |       | (Zip code)                               |
|                                                            |       |                                     |
| **(650) 542-5100**                                              |
| (Registrant’s telephone number, including  area code)      |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15 (d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes   ýNo   o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Exchange Act). Yes  ý No  o

 

As of October 31, 2004 there were 33,757,341 shares of the Registrant’sCommon Stock issued and outstanding.

 

 

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**BROADVISION, INC. AND SUBSIDIARIESFORM 10-Q/A**

**Quarter Ended September 30, 2004**

 

**TABLE OF CONTENTS**

 
| **PART I.**    | ** ** | **FINANCIAL INFORMATION** | ** ** |
|----------------|------------|---------------------------|------------|
| Item 4.        |       | Controls and Procedures   |       |
|           |       |                      |       |
| **PART  II.**  | ** ** | **OTHER INFORMATION**     | ** ** |
| Item 6.        |       | Exhibits                  |       |
|           |       |                      |       |
| **SIGNATURES** |       |

 

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EXPLANATORYNOTE

 

This Amendment No. 1 to our quarterly report on Form 10-Q/A (this “Amendment”)amends our quarterly report on Form 10-Q for the quarter ended September 30,2004 filed on November 9, 2004 (the “Initial Filing”).  We have filed this Amendment to amend Item 4of Part I.  No other informationcontained in the Initial Filing, including our financial statements and thenotes thereto, has been modified or updated in any way.

 

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**ITEM4.  Controls and Procedures**

 

OurChief Executive Officer and our Chief Financial Officer are responsible forestablishing and maintaining “disclosure controls and procedures” (as definedin the rules promulgated under the Securities Exchange Act of 1934, as amended)for our company. Based on their evaluation of our disclosure controls andprocedures (as defined in the rules promulgated under the Securities ExchangeAct of 1934), our Chief Executive Officer and our Chief Financial Officerconcluded that our disclosure controls and procedures were effective as ofSeptember 30, 2004, the end of the period covered by this report.

 

***Changes in Internal Control over FinancialReporting***

 

The Company iscurrently undergoing a comprehensive review in an effort to comply with Section404 of the Sarbanes-Oxley Act of 2002 for the year ending December 31,2004.  This effort includes internal control documentation and reviewunder the direction of senior management.  During the course of theseactivities, the Company has identified certain internal control issues whichmanagement believes need to be improved.

 

The controlissues identified by management to date have varied in nature.  Followingare some representative examples of such identified issues:

 

•                                          Increasing review and oversight in orderto ensure that only valid and authorized transactions are processed.

 

•                                          Improvingcontrols over computer systems in order toreducethelikelihood of unauthorized system access, therebyprotecting valuable data.

 

•                                          Formalizing policies and procedures inorder to clarify the goals of certain tasks or functions and thereby reduce thelikelihood of unintentional errors.

 

•                                          Improving segregation of duties in orderto reduce the likelihood of intentional errors.

 

•                                          Developing formal job descriptions foreach key function involved with sensitive financial data so that each employeeknows his or her areas of responsibility.

 

TheCompany has made improvementsto date thatare designed to address the control deficienciesidentified. Management intends to continue todiligentlyreview our system of internal control over financialreporting,and torevise and improve our controlsas other deficiencies may beidentified.

 

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***Limitations on theEffectiveness of Controls***

 

Section 404 ofthe Sarbanes-Oxley Act of 2002 requires that management document and testinternal controls over financial reporting and to assert in our Annual Reporton Form 10-K for the year ending December 31, 2004 whether the internalcontrols over financial reporting at December 31, 2004 are effective.  Any material weakness in internal controlsover financial reporting existing at that date will preclude management frommaking a positive assertion.  At thistime, there is some degree of uncertainty regarding whether management will beable to successfully address the control issues that have been identified bymanagement (as described in the previous section) and to sufficiently documentand test the revised internal controls procedures in order to make a positiveassertion as to the effectiveness of internal controls over financial reportingby December 31, 2004.

 

Our management, including our Chief Executive Officer and ChiefFinancial Officer, does not expect that our disclosure controls and proceduresor our internal controls will prevent all error and fraud. A control system, nomatter how well conceived and operated, can provide only reasonable, notabsolute, assurance that the objectives of the control system are met. Further,the design of a control system must reflect the fact that there are resourceconstraints, and the benefits of controls must be considered relative to theircosts. Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within the company have been detected. Theseinherent limitations include the realities that judgments in decision-makingcan be faulty, and that breakdowns can occur because of simple error ormistake. Additionally, controls can be circumvented by the individual acts ofsome persons, by collusion of two or more people, or by management override ofthe controls. The design of any system of controls also is based in part uponcertain assumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated goals under allpotential future conditions; over time, controls may become inadequate becauseof changes in conditions, or the degree of compliance with the policies orprocedures may deteriorate. Because of the inherent limitations in acost-effective control system, misstatements due to error or fraud may occurand not be detected. Our disclosure controls and procedures are designed toprovide reasonable assurance of achieving their objectives, and our ChiefExecutive Officer and the Chief Financial Officer have concluded that thesecontrols and procedures are effective at the “reasonable assurance” level.

 

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**PART II.  OTHERINFORMATION**

 

**Item 6.****          ****Exh****ibits**

 
| **Exhibits** | ** ** | **Description**                                                                                                                                          |
|--------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |                                                                                                                                                     |
| 3.1 (1)      |       | Amended and Restated Certificate of Incorporation                                                                                                        |
| 3.2 (2)      |       | Certificate of Amendment of Certificate of Incorporation                                                                                                 |
| 3.3 (1)      |       | Amended and Restated Bylaws                                                                                                                              |
| 4.1 (1)      |       | References are hereby made to Exhibits 3.1 to 3.2                                                                                                        |
| 4.3 (1)      |       | Seconded Amended and Restates Investor’s Rights Agreement dated April  15, 1996 among the Company and certain of its stockholders                   |
| 31.1         |       | Certification of the Chief Executive Officer of BroadVision                                                                                              |
| 31.2         |       | Certification of the Chief Financial Officer of BroadVision                                                                                              |
| 32.1  (3)    |       | Certification of the Chief Executive Officer and Chief Financial  Officer of BroadVision pursuant to Section 906 of the Sarbanes-Oxley Act  of 2002 |

 

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(1) Incorporated byreference to the Company’s Registration Statement on Form S-1 filed onApril 19, 1996 as amended by Amendment No. 1 filed on May 9,1996, Amendment No. 2 filed on May 29, 1996 and Amendment No. 3filed on June 17, 1996. 

 

(2)Incorporated by reference to the Company’s Proxy Statement filed onMay 14, 2002. 

 

(3) Incorporated by reference to the Company’s Form 10-Q for thequarter ended September 30, 2004, filed on November 9, 2004.

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 

 
| ** **             | ** ** | **BROADVISION, INC.**                                                                               |
|------------------------|------------|-----------------------------------------------------------------------------------------------------|
|                   |       |                                                                                                |
| Date: February 4, 2005 | By:        | /s/   Pehong Chen                                                                              |   |
|                   |       | Pehong  Chen                                                                                        |
|                   |       | Chairman  of the Board, President and Chief Executive Officer (Principal Executive  Officer)        |
|                   |       |                                                                                                |
| Date: February 4, 2005 | By:        | /s/   William E. Meyer                                                                         |   |
|                   |       | William  E. Meyer                                                                                   |
|                   |       | Executive  Vice President and Chief Financial Officer  (Principal Financial and Accounting Officer) |
|                        |            |                                                                                                     |  |  |

 

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**BROADVISION, INC. QUARTERLY REPORT ONFORM 10-Q/A SEPTEMBER 30, 2004**

 

**INDEX TO EXHIBITS**

 
| **Exhibits** | ** ** | **Description**                                                                                                                                          |
|--------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |                                                                                                                                                     |
| 3.1 (1)      |       | Amended and Restated Certificate of Incorporation                                                                                                        |
| 3.2 (2)      |       | Certificate of Amendment of Certificate of Incorporation                                                                                                 |
| 3.3 (1)      |       | Amended and Restated Bylaws                                                                                                                              |
| 4.1 (1)      |       | References are hereby made to Exhibits 3.1 to 3.2                                                                                                        |
| 4.3 (1)      |       | Seconded Amended and Restates Investor’s Rights Agreement dated April  15, 1996 among the Company and certain of its stockholders                   |
| 31.1         |       | Certification of the Chief Executive Officer of BroadVision                                                                                              |
| 31.2         |       | Certification of the Chief Financial Officer of BroadVision                                                                                              |
| 32.1  (3)    |       | Certification of the Chief Executive Officer and Chief Financial  Officer of BroadVision pursuant to Section 906 of the Sarbanes-Oxley Act  of 2002 |

 

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(1) Incorporated byreference to the Company’s Registration Statement on Form S-1 filed onApril 19, 1996 as amended by Amendment No. 1 filed on May 9,1996, Amendment No. 2 filed on May 29, 1996 and Amendment No. 3filed on June 17, 1996. 

 

(2)Incorporated by reference to the Company’s Proxy Statement filed onMay 14, 2002. 

 

(3) Incorporated by reference to the Company’s Form 10-Q for thequarter ended September 30, 2004, filed on November 9, 2004.

 

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