8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) SEPTEMBER 29, 2004

BROADVISION, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
000- 28252	94-3184303
(Commission File No.)	(IRS Employer Identification No.)
585 Broadway
Redwood City, CA 94063
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (650) 261-5100
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

On September 29, 2004, BroadVision, Inc. (the “Company”) entered into an Amendment to Loan Agreement with Silicon Valley Bank (the “Amendment”), amending the Amended and Restated Loan and Security Agreement dated March 31, 2002, by and between the Company and Silicon Valley Bank. The Amendment provides for a committed revolving line of $15,000,000 and $20,000,000 before and after December 31, 2004, respectively. The Amendment also modifies the interest rate and revises financial covenants of the Company.

The foregoing is a summary of the material features of the Amendment. This summary does not purport to be complete and is qualified in its entirety by reference to the terms of the Amendment, which is filed as Exhibit 10.44 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit Number	Description
10.44	Sixth Amendment to the Amended and Restated Loan and Security Agreement dated September 29, 2004 between the Company and Silicon Valley Bank.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BROADVISION, INC.
Dated: October 22, 2004	By:	/s/ William E. Meyer
		William E. Meyer
		Executive Vice President,
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
10.44	Sixth Amendment to the Amended and Restated Loan and Security Agreement dated September 29, 2004 between the Company and Silicon Valley Bank.

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EX-10.44

Exhibit 10.44

Silicon Valley Bank

Amendment to Loan Agreement

Borrower:	BroadVision, Inc.
Dated:	September 29, 2004

THIS AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into between SILICON VALLEY BANK (“Bank”) and the borrower named above (referred to herein as the “Borrower”).

Reference is made to that certain Amended and Restated Loan and Security Agreement dated as of March 31, 2002 between Bank and Borrower, as amended or otherwise modified from time to time (referred to herein as the “Loan Agreement”).  (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)

Effective as of the date hereof, the parties hereto hereby agree to amend and modify the Loan Agreement as follows:

1.             Modified Definition.  The defined term “Committed Revolving Line” as set forth in Section 13 of the Loan Agreement is hereby amended to be as follows:

“ ‘Committed Revolving Line’ is (A) Fifteen Million Dollars ($15,000,000), provided that Borrower maintains at all times at Bank at least $4,000,000 in unrestricted cash or cash equivalents, exclusive of any loan proceeds from Bank; and (B) on and after December 31, 2004, Twenty Million Dollars ($20,000,000) provided that Borrower maintains at all times at Bank at least $10,000,000 in unrestricted cash or cash equivalents, exclusive of any loan proceeds from Bank.”

2.             Modified Interest Rate Regarding Revolving Advances.  The first sentence of Section 2.3(a) which now reads as follows:

“(a) Revolving Advances shall accrue interest on the aggregate principal balance thereof from time to time outstanding at a per annum rate equal to the Prime Rate.”

IS HEREBY AMENDED TO READ AS FOLLOWS:

“(a) Revolving Advances shall accrue interest on the aggregate principal balance thereof from time to time outstanding at a per annum rate equal to the Prime Rate provided that any Revolving Advance remain outstanding for a single day only; further, to the extent that any Revolving Advance remains outstanding for more than one day the applicable interest rate shall be deemed to be equal to a per annum rate equal to the Prime Rate plus ten percentage points (10.00%).”

3.             Revised Financial Covenants.  Section 6.7 of the Loan Agreement is hereby amended to read as follows:

“6.7  Borrower, on a consolidated basis, will maintain the following financial covenants:

(A) Borrower, at all times, will maintain at or through Bank unrestricted cash or cash equivalents in a minimum aggregate amount of $4,000,000 through December 30, 2004, exclusive of any loan proceeds made by Bank to Borrower.  Thereafter, Borrower, at all times, will maintain at or through Bank unrestricted cash or cash equivalents in a minimum aggregate amount of $10,000,000, exclusive of any loan proceeds made by Bank to Borrower.”

(B)  Borrower will, on a quarterly basis, earn revenues of at least $17,500,000.”

4.             Representations True. Borrower represents and warrants to Bank that all representations and warranties in the Loan Agreement, as modified hereby, are true and correct.

5.             General Provisions. This Amendment, the Loan Agreement, any prior written amendments and modifications to the Loan Agreement signed by Bank and the Borrower, and the other written documents and agreements between Bank and the Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof.  Except as herein expressly modified, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Bank and the Borrower shall continue in full force and effect and the same are hereby ratified and confirmed.  This Amendment may be executed in any number of counterparts, which when taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

Borrower:		Silicon:
BROADVISION, INC.		SILICON VALLEY BANK
By	/s/ William E. Meyer	By	/s/ Amanda Peters
	President or Vice President	Title		Vice President

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