BROADVISION, INC.
1600 Seaport Boulevard
Suite 550, North Building
Redwood City, California 94063
DATE FIRST MAILED TO STOCKHOLDERS: SEPTEMBER __, 2008
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Dear Stockholder:
This Notice and accompanying Information Statement are being furnished to you, as a record holder of common stock, par value $0.0001 per share (the “ Common Stock ”) of BroadVision, Inc., a Delaware corporation (the “ Company ,” “ we ,” “ our ” or “ us ”) to inform you of:
(1) the approval on September 5, 2008 of resolutions by our Board of Directors (the “ Board ”) proposing an amendment (the “ Certificate of Amendment ”) to our Amended and Restated Certificate of Incorporation, as amended to date to:
(A) effect a reverse split of the Common Stock (the “ Reverse Split ”) pursuant to which each 25 shares of Common Stock registered in the name of a stockholder holding at least 25 shares of Common Stock immediately prior to the effective time of the Reverse Split will be converted and combined into one share of Common Stock, and
(B) decrease the number of authorized shares of Common Stock from 280,000,000 shares to 11,200,000 shares and the number of authorized shares of all classes of stock of the Company from 281,000,000 shares to 12,200,000 shares (the “ Authorized Share Reduction ”); and
(2) our receipt of written consents effective as of September 9, 2008 approving such amendment by the requisite stockholders.
Please review the Information Statement included with this Notice for a more complete description of this matter.
The Board has fixed September 9, 2008 as the record date (the “ Record Date ”) for the determination of stockholders entitled to notice of the action by written consent. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the corporate action authorized by our majority stockholders can be taken no sooner than 20 calendar days after the accompanying Information Statement is first mailed to the Company’s stockholders. Since the accompanying Information Statement is first being mailed to security holders on September __, 2008, the corporate action described therein may be taken on or after October __, 2008. Following the effectiveness of the above action by written consent authorizing the Reverse Split and Authorized Share Reduction described in the accompanying Information Statement, we expect to consummate the Reverse Split and Authorized Share Reduction by filing the Certificate of Amendment with the Delaware Secretary of State on or after October __, 2008, or as soon thereafter as practicable.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
As the matters set forth in this Notice and accompanying Information Statement have been duly authorized and approved by the written consent of the holders of a majority of the Company’s issued and outstanding voting securities, your vote or consent is not requested or required to approve these matters. The accompanying Information Statement is provided solely for your information. The accompanying Information Statement also serves as the notice required by Section 228 of the Delaware General Corporation Law of the taking of a corporate action without a meeting by less than unanimous written consent of the Company’s stockholders.
By order of the Board,
/s/ Pehong Chen
Dr. PEHONG CHEN
Chairman of the Board, President and Chief Executive Officer
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