-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ECKJJsMiZYHSt4APORHUIrJ9pcehgH1UWooZlEBXjjRuJnyWKzzNhx2A7R6IGzbZ nDMwMatZr8EO2qnGMqHQlg== 0000912057-00-017934.txt : 20000414 0000912057-00-017934.hdr.sgml : 20000414 ACCESSION NUMBER: 0000912057-00-017934 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 8 333-31756 FILED AS OF DATE: 20000413 EFFECTIVENESS DATE: 20000413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADVISION INC CENTRAL INDEX KEY: 0000920448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943184303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-34732 FILM NUMBER: 600616 BUSINESS ADDRESS: STREET 1: 585 BROADWAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6502615100 MAIL ADDRESS: STREET 1: 585 BROADWAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 S-4MEF 1 S-4MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL , 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ BROADVISION, INC. (Exact name of registrant as specified in its charter) DELAWARE 7371 94-3184303 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
BROADVISION, INC. 585 BROADWAY REDWOOD CITY, CA 94063 TELEPHONE: (650) 261-5100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PEHONG CHEN PRESIDENT AND CHIEF EXECUTIVE OFFICER BROADVISION, INC. 585 BROADWAY REDWOOD CITY, CA 94063 TELEPHONE: (650) 261-5100 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPIES TO: KENNETH L. GUERNSEY DAVID T. BREWSTER JAMIE E. CHUNG JOSEPH M. DOLOBOFF VIRGINIA C. EDWARDS JOAN M. HEMINWAY CECILIA M. MAO BRADY D. MICKELSEN Cooley Godward LLP Skadden, Arps, Slate, Meagher & Flom LLP One Maritime Plaza, 20th Floor One Beacon Street, 31st Floor San Francisco, CA 94111 Boston, MA 02108 (415) 693-2000 (617) 573-4800
------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT ------------------------------ If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this form is filed to register additional securities for an offering pursuant to rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ No. 333-31756 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ------------------------------ CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.0001 per share 2,608,343 $45.75 $119,331,692 $31,504 - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
(1) Represents the number of additional shares of Registrant's Common Stock expected to be issued to holders of shares of Common Stock of Interleaf, Inc. as described in Registration Statement No. 333-31756, which was previously filed on Form S-4 on March 6, 2000, and amended on March 16, 2000. In connection with the filing of that Registration Statement, 14,108,498 shares of the Common Stock of Registrant were registered with the Securities and Exchange Commission and a fee of $289,293 was paid. This registration statement shall cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant's outstanding Common Stock. (2) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the average of the high and low prices for the Common Stock of Interleaf, Inc. as reported on the Nasdaq National Market on April 12, 2000. ------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This registration statement relates to the public offering of Common Stock of BroadVision, Inc. contemplated by a Registration Statement on Form S-4 (File No. 333-31756) (the "Prior Registration Statement"), which was declared effective by the Securities and Exchange Commission on March 16, 2000, and is filed solely to increase the number of shares to be offered in such offering by 2,608,343 shares. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are hereby incorporated by reference. Part II Information Not Required in Prospectus Item 21. Exhibits and Financial Statement Schedules. (a) The following exhibits are filed herewith:
EXHIBIT NUMBER DESCRIPTION - --------------------- ----------- 5.1 Opinion of Cooley Godward LLP regarding the legality of the securities 8.1 Opinion of Cooley Godward LLP regarding tax matters 8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters. 23.1 Consent of Cooley Godward LLP (set forth in Exhibit 5.1) 23.2 Consent of Cooley Godward LLP (set forth in Exhibit 8.1) 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 8.2) 23.4 Consent of KPMG LLP 23.5 Consent of PricewaterhouseCoopers LLP 23.6 Consent of Ernst & Young LLP 23.7 Consent of Arthur Andersen LLP
II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on the 13th day of April 2000. BROADVISION, INC. By: /s/ RANDALL C. BOLTEN ----------------------------------------- RANDALL C. BOLTEN CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pehong Chen and Randall C. Bolten, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ PEHONG CHEN President, Chief Executive ------------------------------------------- Officer and Director April 13, 2000 PEHONG CHEN (Principal Executive Officer) /s/ RANDALL C. BOLTEN Vice President Operations, and ------------------------------------------- Chief Financial Officer April 13, 2000 RANDALL C. BOLTEN (Principal Financial and Accounting Officer) /s/ DAVID L. ANDERSON ------------------------------------------- Director April 13, 2000 DAVID L. ANDERSON /s/ YOGEN K. DALAL ------------------------------------------- Director April 13, 2000 YOGEN K. DALAL
II-2
SIGNATURE TITLE DATE --------- ----- ---- /s/ KOH BOON HWEE ------------------------------------------- Director April 13, 2000 KOH BOON HWEE /s/ CARL PASCARELLA ------------------------------------------- Director April 13, 2000 CARL PASCARELLA /s/ TODD A. GARRETT ------------------------------------------- Director April 13, 2000 TODD A. GARRETT /s/ KLAUS LUFT ------------------------------------------- Director April 13, 2000 KLAUS LUFT
II-3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - --------------------- ----------- 5.1 Opinion of Cooley Godward LLP regarding the legality of the securities 8.1 Opinion of Cooley Godward LLP regarding tax matters 8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters 23.1 Consent of Cooley Godward LLP (set forth in Exhibit 5.1) 23.2 Consent of Cooley Godward LLP (set forth in Exhibit 8.1) 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 8.2) 23.4 Consent of KPMG LLP 23.5 Consent of PricewaterhouseCoopers LLP 23.6 Consent of Ernst & Young LLP 23.7 Consent of Arthur Andersen LLP
EX-5.1 2 EXHIBIT 5.1 [Cooley Goodward LLP Letterhead] Exhibit 5.1 April 13, 2000 BroadVision, Inc. 585 Broadway Redwood City, CA 94063 Ladies and Gentlemen: We have acted as counsel for BroadVision, Inc. (the "Company" or "BroadVision"), in connection with the merger (the "Merger") and other transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated as of January 26, 2000, by and among BroadVision, Infiniti Acquisition Sub, Inc., a Massachusetts corporation and a wholly-owned subsidiary of BroadVision ("Merger Sub"), and Interleaf, Inc., a Massachusetts corporation ("Interleaf"). This opinion is being furnished in connection with a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") covering the offer and sale of up to 2,608,343 shares of common stock (the "Shares"), to be issued in connection with the merger of Merger Sub with and into Interleaf. In rendering this opinion, we have examined the following documents (i) the Company's Certificate of Incorporation and Bylaws, as amended and restated since the inception of the Company; (ii) the minutes of the Board of Directors' meeting convened on January 25, 2000; (iii) the Registration Statement; and (iv) such other documents, legal opinions, precedents, corporate and other records of the Company, and certificates of public officials and officers of the Company that we have deemed necessary or appropriate to provide the basis for the below opinion. We are of the opinion that the Shares, which are being offered and sold by the Company pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters." Very truly yours, COOLEY GODWARD LLP By: /s/ JAMIE E. CHUNG - ------------------------------------------- Jamie E. Chung EX-8.1 3 EXHIBIT 8.1 [LETTERHEAD] April 13, 2000 BroadVision, Inc. 585 Broadway Redwood City, California 94063 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Form S-4 Registration Statement filed pursuant to Rule 462(b) (the "Rule 462(b) Filing") under the Securities Act of 1933, as amended, which incorporates by reference the Form S-4 Registration Statement (File No. 333-31756) (the "Initial Registration Statement" and, together with the Rule 462(b) Filing, the "Registration Statements") filed pursuant to the Agreement and Plan of Merger and Reorganization dated as of January 26, 2000, (the "Reorganization Agreement") by and among BroadVision, Inc., a Delaware corporation ("Parent"), Infiniti Acquisition Sub, Inc., a Massachusetts corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Interleaf, Inc., a Massachusetts corporation (the "Company"). Except as otherwise provided, capitalized terms used but not defined herein shall have the meanings set forth in the Reorganization Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code"). We have acted as counsel to Parent in connection with the Merger. As such, and for the purpose of rendering this opinion, we have examined, and are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto): (a) the Reorganization Agreement; (b) the Registration Statements; (c) those certain tax representation letters dated April 13, 2000, and delivered to us by Parent, Merger Sub and the Company containing certain representations of Parent, Merger Sub and the Company (the "Tax Representation Letters"); and (d) such other instruments and documents related to the formation, organization and operation of Parent, Merger Sub and the Company and related to the consummation of the Merger and the other transactions contemplated by the Reorganization Agreement as we have deemed necessary or appropriate. In connection with rendering this opinion, we have assumed (without any independent investigation or review thereof) that: BroadVision, Inc. April 13, 2000 Page Two (a) Original documents submitted to us (including signatures thereto) are authentic, documents submitted to us as copies conform to the original documents, and that all such documents have been (or will be by the Effective Time) duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof; (b) All representations, warranties and statements made or agreed to by Parent, Merger Sub and the Company, their managements, employees, officers, directors and stockholders in connection with the Merger, including, but not limited to, those set forth in the Reorganization Agreement (including the exhibits thereto) and the Tax Representation Letters are true and accurate at all relevant times; (c) All covenants contained in the Reorganization Agreement (including exhibits thereto) and the Tax Representation Letters are performed without waiver or breach of any material provision thereof; (d) The Merger will be reported by Parent and the Company on their respective federal income tax returns in a manner consistent with the opinion set forth below; and (e) Any representation or statement made "to the best of knowledge" or similarly qualified is correct without such qualification. Based on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that, for federal income tax purposes, the discussion contained in the Initial Registration Statement entitled "Certain United States Federal Income Tax Considerations," which discussion is incorporated by reference in the Rule 462(b) Filing, although it does not purport to summarize all possible United States federal income tax consequences applicable to the Merger, does constitute, in all material respects, a fair and accurate summary of the United States federal income tax consequences generally applicable to a shareholder of Company common stock who participates in the Merger. This opinion does not address the various state, local or foreign tax consequences that may result from the Merger or the other transactions contemplated by the Reorganization Agreement. In addition, no opinion is expressed as to any federal income tax consequence of the Merger or the other transactions contemplated by the Reorganization Agreement except as specifically set forth herein, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein. No opinion is expressed as to the federal income tax treatment that may be relevant to a particular investor in light of personal circumstances or to certain types of BroadVision, Inc. April 13, 2000 Page Three investors subject to special treatment under the federal income tax laws (for example, financial institutions, insurance companies, foreign individuals and entities, tax-exempt entities, dealers in securities, persons who are subject to the alternative minimum tax provisions of the Code, persons who acquired their shares of Company capital stock pursuant to the exercise of an employee option (or otherwise as compensation), persons whose shares of Company capital stock are qualified small business stock for purposes of Section 1202 of the Code, or persons who acquired Company capital stock as part of an integrated investment, such as a "hedge," "straddle," or other risk reduction transaction, composed of Company capital stock and one or more other positions). No opinion is expressed as to any transaction other than the Merger as described in the Reorganization Agreement, or as to any transaction whatsoever, including the Merger, if all of the transactions described in the Reorganization Agreement are not consummated in accordance with the terms of the Reorganization Agreement and without waiver of any material provision thereof. To the extent that any of the representations, warranties, statements and assumptions material to our opinion and upon which we have relied are not accurate and complete in all material respects at all relevant times, our opinion would be adversely affected and should not be relied upon. This opinion only represents our best judgment as to the federal income tax consequences of the Merger and is not binding on the Internal Revenue Service or any court of law, tribunal, administrative agency or other governmental body. The conclusions are based on the Code, existing judicial decisions, administrative regulations and published rulings. No assurance can be given that future legislative, judicial or administrative changes or interpretations would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, by rendering this opinion, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. This opinion is being delivered solely in connection with the filing of the Rule 462(b) Filing. It is intended for the benefit of Parent and may not be relied upon or utilized for any other purpose or by any other person and may not be made available to any other person without our prior written consent. BroadVision, Inc. April 13, 2000 Page Four We consent to the reference to our firm under the caption "Certain United States Federal Income Tax Considerations" in the Proxy Statement included in the Initial Registration Statement, which is incorporated by reference in the Rule 462(b) Filing, and to the reproduction and filing of this opinion as an exhibit to the Rule 462(b) Filing. Sincerely, COOLEY GODWARD LLP /s/ Webb B. Morrow III WBM:ls EX-8.2 4 EXHIBIT 8.2 April 13, 2000 Interleaf, Inc. 62 Fourth Avenue Waltham, Massachusetts 08457 Re: Registration Statement of Interleaf, Inc. PURSUANT TO RULE 462(b) Ladies and Gentlemen: We have acted as counsel to Interleaf, Inc., a Massachusetts corporation ("INTERLEAF"), in connection with the preparation of the Registration Statement on Form S-4 filed pursuant to Rule 462(b) (the "RULE 462(b) FILING") under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Registration Statement on Form S-4 (File No. 333-31756) (the "ORIGINAL REGISTRATION STATEMENT" and, together with the Rule 462(b) Filing, the "REGISTRATION STATEMENTS") filed by BroadVision, Inc., a Delaware corporation ("BROADVISION"), with the Securities and Exchange Commission (the "COMMISSION") under the Securities Act, on April 13, 2000 and March 6, 2000, respectively, with respect to the Agreement and Plan of Merger, dated January 26, 2000 (the "MERGER AGREEMENT"), among BroadVision, Infiniti Acquisition Sub, a Massachusetts corporation and a wholly- owned subsidiary of BroadVision ("INFINITI"), and Interleaf, and the merger (the "MERGER") contemplated thereby. All capitalized terms used herein, unless otherwise specified, shall have the same meanings as set forth in the Registration Statements. In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Merger Agreement, the Registration Statements and such other documents, certificates and records as we Interleaf, Inc. April 13, 2000 Page 2 have deemed necessary or appropriate as a basis for the opinion set forth below. We have assumed that the Merger will be consummated in accordance with the Merger Agreement, the Registration Statements and such other documents, certificates and records and that statements as to factual matters contained therein are true, correct and complete and will continue to be true, correct and complete through the Effective Time of the Merger. In rendering our opinion, we have also relied upon statements and representations of officers and other representatives of BroadVision, Infiniti and Interleaf and have assumed that such statements and representations are true without regard to any qualification as to knowledge or belief and will continue to be true without regard to any qualification as to knowledge or belief through the Effective Time of the Merger. For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that the Merger will qualify as a statutory merger under the laws of the Commonwealth of Massachusetts. In rendering our opinion, we have relied upon the Internal Revenue Code of 1986, as amended, Treasury Regulations, judicial decisions, published positions of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect our conclusions. Based upon and subject to the foregoing, we are of the opinion that although the discussion set forth in the Original Registration Statement under the heading "Certain U.S. Federal Income Tax Considerations," which discussion is incorporated by reference in the Rule 462(b) Filing, does not purport to summarize all possible United States federal income tax consequences applicable to the Merger, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences generally applicable to a stockholder of Interleaf common stock who participates in the Merger. We express no opinion as to United States federal income tax Interleaf, Inc. April 13, 2000 Page 3 consequences other than as set forth above or as to any state, local or foreign tax consequences. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of changes of the facts stated or assumed herein or any subsequent changes in applicable law. We hereby consent to the filing of this opinion as Exhibit 8.2 to the Rule 462(b) Filing. We also consent to the use of our name as set forth in the Original Registration Statement under the heading "Legal Matters," which is incorporated by reference in the Rule 462(b) Filing. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23.4 5 EXHIBIT 23.4 EXHIBIT 23.4 CONSENT OF KPMG LLP, INDEPENDENT AUDITORS The Board of Directors and Stockholders BroadVision, Inc.: We consent to incorporation herein by reference in the registration statement on Form S-4 of BroadVision, Inc., of our reports dated January 26, 1999, except as to the section of Note 1 entitled "Stock Splits," which is as of March 13, 2000, relating to the consolidated balance sheet of BroadVision, Inc. and subsidiaries as of December 31, 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 1998, and the related financial statement schedule, which reports appear in the December 31, 1999, annual report on Form 10-K of BroadVision, Inc. We also consent to the references to our firm under the headings "Selected Historical Consolidated Financial Information" and "Experts" in the prospectus. /s/ KPMG LLP Mountain View, California April 12, 2000 EX-23.5 6 EXHIBIT 23.5 EXHIBIT 23.5 We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated May 6, 1999 relating to the financial statements and financial statement schedule, which appears in Interleaf, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1999. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts April 12, 2000 EX-23.6 7 EXHIBIT 23.6 EXHIBIT 23.6 Consent of Independent Auditors We consent to the incorporation by reference to our firm under the caption "Experts" and to the use of our report dated May 13, 1998 with respect to the consolidated financial statements of Interleaf, Inc. as of and for the two years ended March 31, 1998 incorporated by reference in the proxy statement/prospectus of Interleaf, Inc. that is made a part of the registration statement on Form S-4 of BroadVision, Inc. /s/ Ernst & Young LLP Boston, Massachusetts April 11, 2000 EX-23.7 8 EXHIBIT 23.7 Exhibit 23.7 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors and Stockholders of BroadVision, Inc.: As independent public accoutants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 24, 2000, except with respect to the matter discussed in the section entitled "stock splits" in Note 1, as to which the date is March 13, 2000, included in BroadVision Inc.'s Form 10-K for the year ended December 31, 1999. /s/ Arthur Andersen LLP San Jose, California April 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----