UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BROADVISION, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
111412706
(CUSIP Number)
Barry Honig
Michael Brauser
Marlin Capital Investments, LLC
555 S. Federal Hwy #450, Boca Raton, FL 33432.
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS:
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Barry Honig
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) x
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(b) o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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Personal Funds
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States
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7
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SOLE VOTING POWER:
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35,200
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| NUMBER OF |
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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144,909 (1)
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REPORTING
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9
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SOLE DISPOSITIVE POWER:
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PERSON
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35,200
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10
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SHARED DISPOSITIVE POWER:
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144,909 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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180,109
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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3.74% (Based on 4,822,143 shares outstanding as of October 31, 2014.)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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(1) Includes 127,609 shares of common stock held by Barry & Renee Honig Charitable Foundation of which Barry Honig is the President and 17,300 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig. Barry Honig is deemed to have voting and dispositive power over the securities held by both entities.
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1
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NAMES OF REPORTING PERSONS:
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Michael Brauser
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) x
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(b) o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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Personal Funds
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States
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7
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SOLE VOTING POWER:
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0
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| NUMBER OF |
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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172,235 (1)
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| EACH |
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REPORTING
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9
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SOLE DISPOSITIVE POWER:
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PERSON
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WITH
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0
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10
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SHARED DISPOSITIVE POWER:
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172,235 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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172,235 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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3.57% (Based on 4,822,143 shares outstanding as of October 31, 2014.)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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(1) Includes 152,333 shares of common stock held jointly with his wife Betsy Brauser, 12,902 shares of common stock held by Betsy & Michael Brauser Charitable Family Foundation, Inc. of which Michael Brauser is the Chairman, and 7,000 shares held by Birchtree Capital, LLC of which Michael Brauser is the Manager. Michael Brauser is deemed to have voting and dispositive power over the securities held jointly and by both entities.
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1
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NAMES OF REPORTING PERSONS:
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Marlin Capital Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) x
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(b) o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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Working Capital
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Florida
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7
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SOLE VOTING POWER:
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0
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| NUMBER OF |
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SHARES
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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| EACH |
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REPORTING
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9
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SOLE DISPOSITIVE POWER:
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PERSON
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WITH
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0
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10
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SHARED DISPOSITIVE POWER:
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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0
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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OO
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Item 1.Security and Issuer
This Schedule 13D relates to shares of the common stock, $.0001 par value per share, of Broadvision, Inc. a Delaware corporation (the "Company"). The address of the principal executive office of the Company is 1700 Seaport Blvd., Suite 210, Redwood City, California 94063.
Item 2. Identity and Background
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(a)
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This statement is being voluntarily filed by Marlin Capital Investments LLC (“Marlin Capital”). The members of Marlin Capital are Barry Honig and Michael Brauser (collectively, the “Members” and collectively with Marlin Capital, the “Reporting Persons”). Marlin Capital previously filed a Beneficial Ownership Report on Form 13D on October 15, 2011, as amended October 25, 2011.
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(b)
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The business address for Marlin Capital and the Members is 4400 Biscayne Boulevard, Suite 850, Miami, FL 33137.
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(c)
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The principal occupation of each of the Members is individual investor.
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(d)
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During the last five years, neither Marlin Capital nor the Members have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, neither Marlin Capital nor the Members have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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(f)
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The Members are citizens of the United States.
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Item 3. Source and Amount of Funds or Other Consideration
All shares were purchased with the Reporting Persons’ personal funds or working capital.
Item 4. Purpose of Transaction.
On January 29, 2015, Marlin Capital provided to the Board of Directors of the Company a letter outlining the views of Marlin Capital regarding the Company’s continuing inferior performance since Marlin Capital’s prior letter in 2011 and proposing various scenarios by which management could seek to maximize shareholder value consisting of a cash dividend to all shareholders, auction of the existing businesses, and potential investment by Marlin Capital while exploring new business directions.
Previously, on October 20, 2011, the Company responded to a letter dated October 4, 2011 from Marlin Capital in which the Board of Directors unanimously rejected the prior recommendations from Marlin Capital.
Item 5. Interest in Securities of the Issuer.
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(a)
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Mr. Honig beneficially owns 180,109 shares or 3.74% of the Company’s common stock, including 127,609 shares of common stock held by Barry & Renee Honig Charitable Foundation of which Barry Honig is the President and 17,300 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig. Barry Honig is deemed to have voting and dispositive power over the securities held by both entities.
Mr. Brauser beneficially owns 172,235 shares or 3.57% of the Company’s common stock, including 152,333 shares of common stock held jointly with his wife Betsy Brauser, 12,902 shares of common stock held by Betsy & Michael Brauser Charitable Family Foundation, Inc. of which Michael Brauser is the Chairman, and 7,000 shares held by Birchtree Capital, LLC of which Michael Brauser is the Manager. Michael Brauser is deemed to have voting and dispositive power over the securities held jointly and by both entities.
Marlin Capital beneficially owns 0 shares of the Company’s common stock.
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(b)
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Mr. Honig may be deemed to have sole voting and dispositive power over 35,200 shares of the Company’s common stock and shared voting and dispositive power over 144,909 shares of the Company’s common stock.
Mr. Brauser may be deemed to have sole voting and dispositive power over 0 share of the Company’s common stock and shared voting and dispositive power over 172,235 shares of the Company’s common stock.
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(c)
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The Reporting Persons effected the following transactions in the Common Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Company’s common stock by the Reporting Persons since 60 days before the date on the cover page of this Schedule 13D:
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Name
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Date
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Transaction
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Shares
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Price
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Michael and Betsy Brauser TBE
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12/3/2014
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Buy
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3,000 |
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$ |
5.93 |
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Michael and Betsy Brauser TBE
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12/4/2014
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Buy
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2,000 |
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$ |
6.00 |
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Michael and Betsy Brauser TBE
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12/8/2014
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Buy
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1,000 |
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$ |
6.04 |
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Michael and Betsy Brauser TBE
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12/8/2014
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Buy
|
|
|
2,000 |
|
|
$ |
5.95 |
|
|
Michael and Betsy Brauser TBE
|
12/8/2014
|
Buy
|
|
|
1,000 |
|
|
$ |
5.93 |
|
|
Michael and Betsy Brauser TBE
|
12/8/2014
|
Buy
|
|
|
2,000 |
|
|
$ |
6.30 |
|
|
Michael and Betsy Brauser TBE
|
12/17/2014
|
Buy
|
|
|
1,000 |
|
|
$ |
6.36 |
|
|
Birchtree Capital, LLC
|
12/3/2014
|
Buy
|
|
|
2,000 |
|
|
$ |
6.40 |
|
|
Barry & Renee Honig Charitable Foundation
|
12/17/2014
|
Buy
|
|
|
7,000 |
|
|
$ |
5.97 |
|
|
Barry & Renee Honig Charitable Foundation
|
12/15/2014
|
Buy
|
|
|
7,551 |
|
|
$ |
5.64 |
|
|
Barry & Renee Honig Charitable Foundation
|
12/10/2014
|
Buy
|
|
|
3,000 |
|
|
$ |
5.98 |
|
|
Barry & Renee Honig Charitable Foundation
|
12/8/2014
|
Buy
|
|
|
10,500 |
|
|
$ |
6.02 |
|
|
Barry & Renee Honig Charitable Foundation
|
12/4/2014
|
Buy
|
|
|
2,500 |
|
|
$ |
6.35 |
|
|
Barry & Renee Honig Charitable Foundation
|
12/2/2014
|
Buy
|
|
|
3,000 |
|
|
$ |
6.32 |
|
|
Barry & Renee Honig Charitable Foundation
|
11/28/2014
|
Buy
|
|
|
25,000 |
|
|
$ |
6.40 |
|
|
Barry & Renee Honig Charitable Foundation
|
11/28/2014
|
Buy
|
|
|
14,000 |
|
|
$ |
6.76 |
|
|
Barry Honig
|
12/17/2014
|
Buy
|
|
|
8,200 |
|
|
$ |
5.99 |
|
|
Barry Honig
|
12/17/2014
|
Sell
|
|
|
1,000 |
|
|
$ |
6.08 |
|
|
Barry Honig
|
12/17/2014
|
Buy
|
|
|
25,300 |
|
|
$ |
6.05 |
|
|
Barry Honig
|
12/26/2014
|
Sell
|
|
|
1,277 |
|
|
$ |
6.15 |
|
|
Barry Honig
|
12/26/2014
|
Buy
|
|
|
46 |
|
|
$ |
6.15 |
|
|
Barry Honig
|
12/26/2014
|
Buy
|
|
|
100 |
|
|
$ |
6.13 |
|
|
Barry Honig
|
12/26/2014
|
Sell
|
|
|
200 |
|
|
$ |
6.18 |
|
|
Barry Honig
|
12/29/2014
|
Sell
|
|
|
1,000 |
|
|
$ |
6.24 |
|
|
Barry Honig
|
12/29/2014
|
Buy
|
|
|
100 |
|
|
$ |
6.12 |
|
|
Barry Honig
|
12/29/2014
|
Buy
|
|
|
100 |
|
|
$ |
6.10 |
|
|
Barry Honig
|
1/2/2015
|
Sell
|
|
|
2,200 |
|
|
$ |
6.15 |
|
|
Barry Honig
|
1/2/2015
|
Sell
|
|
|
200 |
|
|
$ |
6.10 |
|
|
Barry Honig
|
1/2/2015
|
Sell
|
|
|
100 |
|
|
$ |
6.10 |
|
|
Barry Honig
|
1/5/2015
|
Sell
|
|
|
4,400 |
|
|
$ |
6.13 |
|
|
Barry Honig
|
1/5/2015
|
Sell
|
|
|
5,000 |
|
|
$ |
6.14 |
|
|
Barry Honig
|
1/5/2015
|
Sell
|
|
|
1,000 |
|
|
$ |
6.16 |
|
|
Barry Honig
|
1/5/2015
|
Buy
|
|
|
100 |
|
|
$ |
6.10 |
|
|
Barry Honig
|
1/5/2015
|
Sell
|
|
|
200 |
|
|
$ |
6.14 |
|
|
Barry Honig
|
1/5/2015
|
Sell
|
|
|
200 |
|
|
$ |
6.14 |
|
|
Barry Honig
|
1/5/2015
|
Sell
|
|
|
200 |
|
|
$ |
6.13 |
|
|
Barry Honig
|
1/5/2015
|
Buy
|
|
|
300 |
|
|
$ |
6.07 |
|
|
Barry Honig
|
1/16/2015
|
Buy
|
|
|
1,000 |
|
|
$ |
5.60 |
|
|
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
|
1/28/2015
|
Buy
|
|
|
5,000 |
|
|
$ |
5.68 |
|
|
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
|
1/28/2015
|
Buy
|
|
|
12,300 |
|
|
$ |
5.73 |
|
|
(d)
|
To the best knowledge of the Reporting Persons, no person other than as described in this Item has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 352,344 shares of common stock reported in Item 5(a).
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
|
Exhibit Number
|
|
Description
|
| |
|
|
|
99.1
|
|
Letter to the Board of Directors of Broadvision, Inc.
|
|
99.2
|
|
Joint Filing Agreement by and between Barry Honig, Michael Brauser the Marlin Capital Investments LLC
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.
| |
|
MARLIN CAPITAL INVESTMENTS, LLC
|
| |
|
|
|
January 30, 2015
|
By:
|
/s/ Barry Honig
|
| |
|
Barry Honig, Manager
|
| |
|
|
| |
|
/s/ Barry Honig
|
| |
|
Barry Honig
|
| |
|
|
| |
|
/s/ Michael Brauser
|
| |
|
Michael Brauser
|
Exhibit 99.1
MARLIN CAPITAL INVESTMENTS, LLC
555 S. Federal Highway, #450
Boca Raton, FL 33432
January 29, 2015
The Board of Directors
Broadvision Inc.
1700 Seaport Blvd.
Suite 210
Redwood City, CA 94063
Gentlemen:
We are the beneficial owners of a combined 343,144 shares of common stock of Broadvision Inc. (the “Company”), equating to 7.1% of the Company. We originally submitted a letter to your board on October 4, 2011 with an all cash offer to acquire the Company for $10.50 per share. The Company notified us that you had unanimously declined this offer on October 20, 2011. The stock is subsequently down 48% from our offer price to its current price of $5.54 per share, while the S&P 500 has risen 82% over this same period.
Since you declined our offer to acquire the Company at $10.50 per share over three years ago, the Company has burned through an additional $20 million in cash and nothing has changed with your business except declining revenues. Still no glimpse of transparency for shareholders or a future for any of Broadvision’s business lines, as was noted in our previous letter prior to a further 48% destruction in shareholder value. This cannot continue.
Like a bad case of déjà vu, the Company still burns through $2-3 million every quarter with no prospects to the underlying businesses. Hence, the Company trades at a discount to its cash on hand and seems poised to continue to trade at this discount until the Company burns through all of its cash and the stock is at $0. Something must change here to protect the economic interests of all common shareholders in the Company. Your shareholders have clearly been an afterthought to your stagnant and unresponsive management team and board of directors. It is unacceptable for a Nasdaq listed public company to show such disregard for its shareholders.
In addition, we demand further clarity regarding a certain related party transaction (as noted in the most recent 10-Q) involving a private entity controlled by the Company’s CEO, Pehong Chen, and in which CFO Peter Chu is a shareholder. As a result of an agreement with this related party, Broadvision has invested approximately $8.6 million in a private entity and continues making payments of $400,000 per quarter for “certain labor outsourcing services”. On top of this $1,600,000 per year in ongoing payments to their private entity, Chen’s and Chu’s salaries are an additional $550,000 per year in aggregate.
This seems to make clear that management is using the Company as their personal piggy bank and will continue to bleed dry the only value in the Company: its cash. Management continues to enjoy lofty salaries and generous consulting payments to their private entity while generating no value for shareholders or buying any stock in the market themselves. The lack of insider buying while the stock trades below cash value amplifies our perception that the underlying businesses have no real value.
The snapshot of the balance sheet and cap structure as of September 30, 2014 shows the following:
|
Cash & Equivalents
|
|
$ |
39,617,000 |
|
|
Receivables
|
|
$ |
2,177,000 |
|
|
Payables
|
|
$ |
(490,000 |
) |
|
Accrued Expenses
|
|
$ |
(2,349,000 |
) |
|
Shares Outstanding
|
|
|
4,822,000 |
|
Based on historical burn, the Company will be left with approximately $37 million in cash when it announces fourth quarter results on February 5, 2015. This equates to ~$7.67 per share in cash based on the current 4,822,000 shares outstanding.
We propose two options that are the only equitable resolutions for the Company’s shareholders to prevent further shareholder value being destroyed:
|
1)
|
Dividend out the cash on hand to the shareholders. Leave a minimal amount of cash on the balance sheet to maintain the public company expenses while putting the businesses up for auction. This allows shareholders to recoup the only current asset, its cash, while gauging if there is any market value for the businesses in an auction. These businesses are currently garnering a negative valuation in the public market. The Company could dividend out $7 per share in cash and still retain ~$3,250,000 on hand to cover overhead while going through the auction process. The Company could evaluate new business opportunities that could generate additional shareholder value while going through this process as well.
|
|
2)
|
We are prepared to invest in the company and lead it in a new direction to begin generating shareholder value. Alongside the investment, we would plan on identifying new business opportunities while vending out old assets. We would give shareholders a shot at generating a return and would actually keep them abreast of their investment, which is a primary responsibility of operating a Nasdaq listed company.
|
None of Broadvision’s business lines are showing any traction or promise going forward. Clearvale is a dying legacy business still responsible for the majority of the Company’s declining revenues. Vmoso has no perceived value at this point and is competing in a crowded and competitive market, with Facebook having also recently announced a competing product. Broadvision does not have the salesforce or the resources to compete even if its product was superior, which lack of adoption and sales point to the opposite.
We are ready to meet with the Board of Directors and its representatives as soon as possible in order to proceed with any of the aforementioned options. Please contact us at 561-961-4635 to discuss any questions the Board might have and next steps from here to finally start creating value for shareholders.
Very truly yours,
/s/ Barry Honig
Barry Honig, Manager
/s/Michael Brauser
Michael Brauser, Manager
The undersigned hereby agree that the Statement on Schedule 13D, dated January 30, 2015, with respect to shares of the common stock, $.0001 par value per share, of Broadvision, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the January 30, 2015.
| |
|
MARLIN CAPITAL INVESTMENTS, LLC
|
| |
|
|
| |
By:
|
/s/ Barry Honig
|
| |
|
Barry Honig, Manager
|
| |
|
|
| |
|
/s/ Barry Honig
|
| |
|
Barry Honig
|
| |
|
|
| |
|
/s/ Michael Brauser
|
| |
|
Michael Brauser
|
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