UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No.1)
|
(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) |
||
BROADVISION, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
94-3184303 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
|
|
|
|
585 Broadway, |
|
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 reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No 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’s Common Stock issued and outstanding.
BROADVISION, INC. AND SUBSIDIARIES
FORM 10-Q/A
Quarter Ended September 30, 2004
TABLE OF CONTENTS
|
PART I. |
|
FINANCIAL INFORMATION |
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|||
2
EXPLANATORY NOTE
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 4 of Part I. No other information contained in the Initial Filing, including our financial statements and the notes thereto, has been modified or updated in any way.
3
ITEM 4. Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining “disclosure controls and procedures” (as defined in the rules promulgated under the Securities Exchange Act of 1934, as amended) for our company. Based on their evaluation of our disclosure controls and procedures (as defined in the rules promulgated under the Securities Exchange Act of 1934), our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2004, the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
The Company is currently undergoing a comprehensive review in an effort to comply with Section 404 of the Sarbanes-Oxley Act of 2002 for the year ending December 31, 2004. This effort includes internal control documentation and review under the direction of senior management. During the course of these activities, the Company has identified certain internal control issues which management believes need to be improved.
The control issues identified by management to date have varied in nature. Following are some representative examples of such identified issues:
• Increasing review and oversight in order to ensure that only valid and authorized transactions are processed.
• Improving controls over computer systems in order to reduce the likelihood of unauthorized system access, thereby protecting valuable data.
• Formalizing policies and procedures in order to clarify the goals of certain tasks or functions and thereby reduce the likelihood of unintentional errors.
• Improving segregation of duties in order to reduce the likelihood of intentional errors.
• Developing formal job descriptions for each key function involved with sensitive financial data so that each employee knows his or her areas of responsibility.
The Company has made improvements to date that are designed to address the control deficiencies identified. Management intends to continue to diligently review our system of internal control over financial reporting, and to revise and improve our controls as other deficiencies may be identified.
4
Limitations on the Effectiveness of Controls
Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test internal controls over financial reporting and to assert in our Annual Report on Form 10-K for the year ending December 31, 2004 whether the internal controls over financial reporting at December 31, 2004 are effective. Any material weakness in internal controls over financial reporting existing at that date will preclude management from making a positive assertion. At this time, there is some degree of uncertainty regarding whether management will be able to successfully address the control issues that have been identified by management (as described in the previous section) and to sufficiently document and test the revised internal controls procedures in order to make a positive assertion as to the effectiveness of internal controls over financial reporting by December 31, 2004.
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 error and 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 the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and the Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable assurance” level.
5
PART II. OTHER INFORMATION
Item 6. 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 |
(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 Proxy Statement filed on May 14, 2002.
(3) Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2004, filed on November 9, 2004.
6
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: February 4, 2005 |
By: |
/s/ Pehong Chen |
|
|
|
|
|
Pehong Chen |
||
|
|
|
Chairman
of the Board, President and Chief Executive Officer (Principal Executive |
||
|
|
|
|
||
|
Date: February 4, 2005 |
By: |
/s/ William E. Meyer |
|
|
|
|
|
William E. Meyer |
||
|
|
|
Executive
Vice President and Chief Financial Officer |
||
7
BROADVISION, INC. QUARTERLY REPORT ON FORM 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 |
(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 Proxy Statement filed on May 14, 2002.
(3) Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2004, filed on November 9, 2004.
8