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BroadVision, Inc. to Convert All Secured Notes to Equity; Company Also Plans Rights Offering and Possible Reverse Stock Split.


REDWOOD CITY Redwood City, city (1990 pop. 66,072), seat of San Mateo co., W Calif., on San Francisco Bay; inc. 1868. Manufactures include commmunications, electrical, electronic, and medical equipment. , Calif. -- BroadVision, Inc. (Nasdaq:BVSN BVSN Broadvision, Inc. (stock abbreviation, AMEX) ), a global provider of web self-service solutions, today announced that it has entered into a definitive agreement for the conversion of approximately $15.5 million of principal and interest on outstanding secured convertible notes into common shares of the Company. The notes are currently held by Dr. Pehong Chen, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of BroadVision. Under the agreement with Dr. Chen, the Company will issue 34.5 million common shares, representing approximately 50% of the post-conversion shares outstanding, at a price of $0.45 per share in exchange for cancellation of the notes. The conversion is anticipated to take place within the coming two weeks. The closing price of the Company's common stock on the NASDAQ National Market on December 20, 2005 was $0.60 per share.

In conjunction with the conversion, the Company today also announced its intention to effect, as soon as practicable, a rights offering under which all stockholders of record at the close of business on December 20, 2005 will receive nontransferable rights to purchase approximately 5.9 additional common shares at $0.45 per share for each common share then held. Dr. Chen and his affiliates have waived any right to purchase shares in the rights offering. The rights offering will be made only by means of a prospectus anticipated to be filed with the Securities and Exchange Commission as part of a registration statement. A registration statement relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the rights offering has not yet been filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy any securities in the rights offering, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

In order to put the Company in a favorable liquidity position promptly while maintaining its NASDAQ listing, the Company has requested a waiver of NASDAQ's stockholder approval requirement with respect to the conversion of the notes. Should this request not be approved within the anticipated timetable for the conversion, the Company may elect to voluntarily delist delist

To drop a security from trading on an organized exchange. Delisting may occur for a number of reasons including failure to meet an exchange's standards or placement of a new listing on another exchange. Compare list.
 its shares from the NASDAQ National Market, in which case its shares would begin trading over-the-counter on the OTC Bulletin Board OTC Bulletin Board

An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system.
 operated by NASDAQ.

As previously announced, the Company has received notice from NASDAQ that its shares are subject to potential delisting Delisting

When the stock of a company is removed from a stock exchange.

Notes:
Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange.
 as of March 6, 2006, if the bid price of the Company's common stock continues to trade below $1.00 per share through that date. The Company may choose to seek stockholder approval of a reverse stock split of its shares to regain compliance with the minimum bid price rule.

"In follow-up to our announcement in late November, we've been working diligently dil·i·gent  
adj.
Marked by persevering, painstaking effort. See Synonyms at busy.



[Middle English, from Old French, from Latin d
 to restructure the secured notes under terms that we believe are beneficial to our stockholders," said Bill Meyer Bill Meyer may refer to:
  • Bill Meyer (artist) (b. 1942)
  • Bill Meyer (water polo) (b. 1958), Canadian water polo player
  • Bill Meyer Stadium
, BroadVision's Chief Financial Officer. "This restructuring, which relieves the Company of approximately $3.4 million of amortization and debt service costs and $500,000 of interest expense per quarter, is a major step towards our goal of generating consistent profitability and positive cash flows."

About BroadVision

BroadVision (Nasdaq:BVSN) is a global provider of web self-service solutions. Its agile commerce and portal applications enable customers to quickly create and adapt online processes to keep pace with changing business requirements. Over 1,000 organizations, serving nearly 75 million registered users, rely on BroadVision's open solutions to power and personalize per·son·al·ize  
tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es
1. To take (a general remark or characterization) in a personal manner.

2. To attribute human or personal qualities to; personify.
 their mission-critical web initiatives. Additional information about BroadVision can be obtained at www.broadvision.com.

Information Concerning Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

Information in this release that involves expectations, beliefs, hopes, plans, intentions or strategies regarding the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which forward-looking statements involve risk and uncertainties. Examples of these forward-looking statements include expectations regarding the restructuring of the secured notes to relieve short-term liquidity concerns and future stability, profitability and growth. All forward-looking statements included in this release are based upon information available to BroadVision as of the date of this release, and BroadVision assumes no obligation to update or correct any such forward-looking statements. These statements are not guarantees of future performance, and actual results could differ materially from BroadVision's current expectations. Factors that could cause or contribute to such differences include, but are not limited to: difficulty in attracting or retaining customers or employees; generating sufficient working capital to operate the business as a going concern; and general economic and market conditions. These and other factors and risks associated with BroadVision's business are discussed in its most recent annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and quarterly reports on Form 10-Q Form 10-Q

See 10-Q.
 as filed with the Securities and Exchange Commission.
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Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 20, 2005
Words:811
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