S-8

As filed with the Securities and Exchange Commission on June 5, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERWOVEN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	77-0523543
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

160 East Tasman Drive
San Jose, California 95134
(Address of Principal Executive Offices, including ZIP code)

Interwoven, Inc. 2008 Equity Incentive Plan
(Full Title of the Plan)

John E. Calonico, Jr.
Senior Vice President and Chief Financial Officer
Interwoven, Inc.
160 East Tasman Drive
San Jose, California 95134
(408) 774-2000
(Name, Address and Telephone Number of Agent for Service)

Copies to:

William L. Hughes, Esq.
Shulamite R. Shen, Esq.
Fenwick & West LLP
555 California Street
San Francisco, California 94104

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Amount to be			Proposed Maximum		Proposed Maximum		Amount of
Title of Securities	Registered			Offering Price Per Share		Aggregate Offering Price		Registration Fee
to be Registered	(1)			(2)		(2)		(3)
Common Stock, $0.001 par value		2,500,000	(4)	$	13.25	$	33,125,000	$	1,302
Common Stock, $0.001 par value		191,807	(5)		N/A		N/A		N/A
Common Stock, $0.001 par value		1,096,468	(6)		N/A		N/A		N/A
Common Stock, $0.001 par value		6,017,978	(7)		N/A		N/A		N/A
TOTAL		9,806,253			N/A		N/A		N/A

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also shall cover any additional shares of Registrant’s common stock that become issuable under the 2008 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s common stock.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices reported on the NASDAQ Global Market on June 2, 2008.
(3)	Fee calculated pursuant to Section 6(b) of the Securities Act of 1933.
(4)	Represents 2,500,000 shares of common stock available for grant under the Registrant’s 2008 Equity Incentive Plan (the “2008 Plan”).
(5)	Represents shares of common stock available for grant under the Registrant’s 1999 Equity Incentive Plan (the “1999 Plan”). Pursuant to Interpretation No. 89 of Section G of the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (July 1997), the Registrant has removed this number of shares from registration under its registration statement on Form S-8 (Registration No. 333-54250) and hereby credits these shares and the associated filing fee of $1,192 toward this Registration Statement on Form S-8.
(6)	Represents shares of common stock available for grant under the Registrant’s 2000 Stock Incentive Plan (the “2000 Plan”). Pursuant to Interpretation No. 89 of Section G of the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (July 1997), the Registrant has removed this number of shares from registration under its registration statement on Form S-8 (Registration No. 333-46662) and hereby credits these shares and the associated filing fee of $46,191 toward this Registration Statement on Form S-8.
(7)	As of June 5, 2008, the effective date of the 2008 Plan, up to a total of 6,017,978 shares of common stock subject to awards granted under the 1999 Plan and 2000 Plan may be returned to the reserve of shares of common stock available for grant and issuance under the 2008 Plan to the extent awards or shares subject to such awards are thereafter cancelled, forfeited, settled in cash or that expire by their terms. From time to time in the future, the Registrant intends to file post-effective amendments of one or more of its previously filed registration statements on Form S-8 relating to the 1999 Plan and 2000 Plan (Registration Nos. 333-88725, 333-39914, 333-46662 and 333-54250) to deregister the amount shares previously registered thereunder that become available for grant and issuance under the 2008 Plan. Pursuant to Interpretation No. 89 of Section G of the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (July 1997), the Registrant hereby credits these shares and the associated filing fee of $80,425 toward this Registration Statement on Form S-8 from one or more of the registration statements on Form S-8 identified in the preceding sentence but only to the extent the shares registered hereunder become available for grant or issuance under the 2008 Plan.

TABLE OF CONTENTS

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
Exhibit Index
EXHIBIT 5.01
EXHIBIT 23.02
EXHIBIT 23.03

INTERWOVEN, INC.
REGISTRATION STATEMENT ON FORM S-8

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

     Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed with the Commission are incorporated herein by reference:

     (a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on March 14, 2008;

     (b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 9, 2008;

     (c) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 4, 2008, April 3, 2008 and June 5, 2008; and

     (d) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”) on September 20, 1999, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Registrant by Fenwick & West LLP of Mountain View, California. Members of the firm of Fenwick & West LLP own an aggregate of approximately 1,200 shares of Common Stock of the Registrant.

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Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

     As permitted by the Delaware General Corporation Law, the Registrant’s Fourth Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to the Registrant or its stockholders,

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,

• under section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases), or

• for any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, the Registrant’s Amended and Restated Bylaws provide that:

• the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions,

• the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law,

• the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions, and

• the rights conferred in the Amended and Restated Bylaws are not exclusive.

     The Registrant has entered into Indemnity Agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Fourth Amended and Restated Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

     The Registrant maintains directors’ and officers’ liability insurance.

     See also the undertakings set out in response to Item 9.

Item 7. Exemption from Registration Claimed

     Not applicable.

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Item 8. Exhibits

Exhibit
Number	Exhibit Title
4.01	Interwoven, Inc. 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on June 5, 2008).
4.02	Forms of Stock Option Agreements, Stock Option Exercise Agreements, Restricted Stock Unit Agreements and other agreements related to the Interwoven, Inc. 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed with the Commission on June 5, 2008).
4.03	Registrant’s Fourth Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 4.08 to Registrant’s Registration Statement on Form S-8, Registration No. 333-110586, filed with the Commission on November 19, 2003).
4.04	Registrant’s Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on April 25, 2007).
4.05	Form of Certificate for Registrant’s common stock (incorporated by reference from Exhibit 4.01 to Registrant’s Registration Statement on Form S-1/A, Registration No. 333-83779, filed with the Commission on September 23, 1999).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.03	Consent of KPMG LLP, independent registered public accounting firm.
24.01	Power of Attorney (included on page II-5 as part of the signature page to this Registration Statement).

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 5th day of June, 2008.

INTERWOVEN, INC.
By:	/s/ John E. Calonico, Jr.
	John E. Calonico, Jr.
	Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Joseph L. Cowan and John E. Calonico, Jr., and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/s/ Joseph L. Cowan Joseph L. Cowan	Chief Executive Officer and Director	June 5, 2008
Principal Financial Officer and Principal Accounting Officer:
/s/ John E. Calonico, Jr. John E. Calonico, Jr.	Senior Vice President and Chief Financial Officer	June 5, 2008
Additional Directors:
/s/ Bob L. Corey Bob L. Corey	Chairman of the Board of Directors	June 5, 2008
/s/ Charles M. Boesenberg Charles M. Boesenberg	Director	June 5, 2008
/s/ Ronald E.F. Codd Ronald E.F. Codd	Director	June 5, 2008
/s/ Frank J. Fanzilli, Jr. Frank J. Fanzilli, Jr.	Director	June 5, 2008
/s/ Roger J. Sippl Roger J. Sippl	Director	June 5, 2008
/s/ Thomas L. Thomas Thomas L. Thomas	Director	June 5, 2008

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Exhibit Index

Exhibit
Number	Exhibit Title
4.01	Interwoven, Inc. 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on June 5, 2008).
4.02	Forms of Stock Option Agreements, Stock Option Exercise Agreements, Restricted Stock Unit Agreements and other agreements related to the Interwoven, Inc. 2008 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed with the Commission on June 5, 2008).
4.03	Registrant’s Fourth Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 4.08 to Registrant’s Registration Statement on Form S-8, Registration No. 333-110586, filed with the Commission on November 19, 2003).
4.04	Registrant’s Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on April 25, 2007).
4.05	Form of Certificate for Registrant’s common stock (incorporated by reference from Exhibit 4.01 to Registrant’s Registration Statement on Form S-1/A, Registration No. 333-83779, filed with the Commission on September 23, 1999).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.03	Consent of KPMG LLP, independent registered public accounting firm.
24.01	Power of Attorney (included on page II-5 as part of the signature page to this Registration Statement).

EX-5.01

EXHIBIT 5.01

[Fenwick & West LLP Letterhead]

June 5, 2008

Interwoven, Inc.
160 East Tasman Drive
San Jose, California 95134

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Interwoven, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about June 5, 2008 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of up to 9,806,253 shares of the Company’s common stock (“Stock”) subject to issuance by the Company upon the exercise of stock options and stock appreciation rights and the settlement of restricted stock awards, stock bonus awards, restricted stock units and performance shares to be granted under the Company’s 2008 Equity Incentive Plan (the “Stock Plan”).

     In rendering this opinion, we have examined such matters of fact as we have deemed necessary to render the opinion set forth herein, which included examination of the following:

(1) the Company’s Fourth Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on November 18, 2003;

(2) the Company’s Amended and Restated Bylaws, certified by the Company’s Secretary as of April 19, 2007;

(3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4) the prospectus prepared in connection with the Registration Statement (the “Prospectus”);

(5) the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in the Company’s minute books that are in our possession;

(6) the stock records that the Company has provided to us (consisting of a report from the Company’s transfer agent of even date herewith verifying the number of the Company’s issued and outstanding shares of capital stock as of the close of business the immediately preceding business day, and a summary report of currently outstanding options and other rights to receive the Company’s capital stock that was prepared by the Company and dated of even date herewith verifying the number of such issued and outstanding securities); and

(7) a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual and other representations (the “Management Certificate”).

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that the 9,806,253 shares of Stock that may be issued and sold by the Company upon the exercise of stock options and stock appreciation rights and the settlement of restricted stock awards, stock bonus awards, restricted stock units and performance shares to be granted under the Stock Plan, when issued, sold and delivered in accordance with the Stock Plan and options and other award agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/S/ FENWICK & WEST LLP

EX-23.02

EXHIBIT 23.02

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Interwoven 2008 Equity Incentive Plan of Interwoven, Inc. of our reports dated March 14, 2008, with respect to the consolidated financial statements and schedule of Interwoven, Inc. included in its Annual Report (Form 10-K) for the years ended December 31, 2007 and 2006, and the effectiveness of internal control over financial reporting of Interwoven, Inc., filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

June 4, 2008
San Francisco, CA

EX-23.03

EXHIBIT 23.03

Consent of Independent Registered Public Accounting Firm

The Board of Directors of
Interwoven Inc.:

     We consent to the incorporation by reference in the registration statement on Form S-8 of Interwoven, Inc. of our report dated March 13, 2006, except as to Note 17 to the consolidated financial statements which is as of December 14, 2007, with respect to the consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2005, and the related financial statement schedule, which report appears in the December 31, 2007 annual report on Form 10-K of Interwoven, Inc., incorporated herein by reference.

/s/ KPMG LLP

Mountain View, California
June 5, 2008