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: November 8, 2007 (Date of earliest event reported)

INTERWOVEN, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction
of incorporation) 000-27389
(Commission
File Number) 77-0523543
(IRS Employer
Identification No.)

160 East Tasman Drive, San Jose, CA
(Address of principal executive offices) 95134
(Zip Code)

(408) 774-2000
(Registrant’s telephone number, including area code)

Not applicable
(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 230.4225)

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 240.13-3-4(c))

TABLE OF CONTENTS

	ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

(a) As previously announced on January 30, 2007, the Audit Committee of the Board of Directors of Interwoven, Inc. (the “Company”), with the assistance of independent counsel and independent forensic accounting consultants, has been conducting a voluntary independent review of the Company’s historical stock option procedures and related accounting. On November 9, 2007, the Company issued a press release announcing an update on the on-going review and the expected restatement of its historical consolidated financial statements. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     Based on the on-going review, the Audit Committee has reached the conclusion that the appropriate measurement dates for financial accounting purposes for certain stock option grants differ from the previously recorded grant dates of those awards. The assessment of the accounting impacts of the change in measurement dates for certain stock option grants is on-going. However, based on the preliminary assessment of the impact, the Audit Committee concluded on November 8, 2007, after consultations with management and its independent advisors, that additional charges for stock-based compensation expense will be required, and that those charges will be material with respect to certain prior periods. The Company currently expects to record additional pre-tax, non-cash charges for stock-based compensation expense related to historical option grants in the range of $30 million to $35 million. Approximately $2 million to $5 million of these charges, which relate primarily to stock options issued prior to 2002, is expected to be charged to the consolidated statement of operations for years ended December 31, 2002 through 2005. The remainder of these charges is expected to be recorded as a charge to accumulated deficit as of December 31, 2001. Such charges are expected to have the effect of increasing the Company’s net loss and increasing accumulated deficit as reported in the Company’s historical consolidated financial statements. The restatement is also expected to reflect previously unrecorded adjustments not related to accounting for stock options that were previously deemed to be immaterial to our consolidated financial statements.

     As a result of the Audit Committee’s findings, the Company has concluded that the consolidated balance sheets as of December 31, 1999 through 2005, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the years ended December 31, 1999 through 2005 should no longer be relied upon. As a result, the Company expects to restate its previously-issued consolidated financial statements for years 2002 through 2005 and its condensed consolidated balance sheets for each of the quarters in 2005 and the first three quarters of 2006 to correct errors related to accounting for stock-based compensation expense. Accordingly, the consolidated financial statements, financial press releases and similar communications issued by the Company with respect to the affected periods should no longer be relied upon.

     As soon as practicable following the completion of the Audit Committee’s review and the review of the conclusions of the Audit Committee by the Company and the Company’s current independent registered public accounting firm, Ernst & Young LLP, and its former independent registered public accounting firm, KPMG LLP, Interwoven intends to prepare restated consolidated financial statements for all affected periods and, as soon as practicable thereafter,

become current on the filing of its periodic reports required under the Securities Exchange Act of 1934, as amended.

     The Staff of the Securities and Exchange Commission notified Interwoven on October 24, 2007 that no enforcement action is currently being recommended with respect to the Company’s historical stock option granting practices.

     The Company’s management and the Audit Committee have discussed the matters disclosed under this Item 4.02 with Ernst & Young LLP, the Company’s current independent registered public accounting firm and KPMG LLP, its previous independent registered public accounting firm. The Company is working with Ernst & Young LLP and KPMG LLP to complete its restatement and become current with its public filings as soon as practicable thereafter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 9, 2007.

SIGNATURES

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

	INTERWOVEN, INC.
Date: November 9, 2007	By:	/s/ John E. Calonico, Jr.
		John E. Calonico, Jr.
		Senior Vice President and    Chief Financial Officer

EXHIBIT INDEX

99.1 Press release dated November 9, 2007.

EX-99.1

Exhibit 99.1

Interwoven Provides Update on its
Voluntary Review of Historical Stock Option Grant Procedures and Announces
Expected Restatement of Historical Financial Statements

SAN JOSE, Calif., — November 9, 2007 — Interwoven, Inc. (NASDAQ: IWOV), a global leader in content management solutions, today announced an update on the on-going, previously-announced, voluntary review being conducted by the Audit Committee of the Board of Directors of the Company’s historical stock option grant procedures and related accounting.

Based on the on-going review, the Audit Committee has reached the conclusion that the appropriate measurement dates for financial accounting purposes for certain stock option grants differ from the previously recorded grant dates of those awards. The assessment of the accounting impacts of the change in measurement dates for certain stock option grants is ongoing. However, based on the preliminary assessment of the impact, the Audit Committee concluded on November 8, 2007, after consultations with management and its independent advisors, that additional charges for stock-based compensation expense will be required, and that those charges will be material with respect to certain prior periods.

The Company currently expects to record additional pre-tax, non-cash charges for stock-based compensation expense related to historical option grants in the range of $30 million to $35 million. Approximately $2 million to $5 million of these charges, which relate primarily to stock options issued prior to 2002, is expected to be charged to the consolidated statement of operations for years ended December 31, 2002 through 2005. The remainder of these charges is expected to be recorded as a charge to accumulated deficit as of December 31, 2001. Such charges are expected to have the effect of increasing the Company’s net loss and increasing accumulated deficit as reported in the Company’s historical consolidated financial statements. The restatement will is also expected to reflect previously unrecorded adjustments not related to accounting for stock options that were previously deemed to be immaterial to our consolidated financial statements.

As a result of the Audit Committee’s findings, the Company has concluded that the consolidated balance sheets as of December 31, 1999 through, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the years ended December 31, 1999 through 2005 should no longer be relied upon. As a result, the Company expects to restate its previously-issued consolidated financial statements for years 2002 through 2005 and its condensed consolidated balance sheets for each of the quarters in 2005 and the first three quarters of 2006 to correct errors related to accounting for stock-based compensation expense. Accordingly, the consolidated financial statements, financial press releases and similar communications issued by the Company with respect to the affected periods should no longer be relied upon.

As soon as practicable following the completion of the Audit Committee’s review and the review of the conclusions of the Audit Committee by the Company and the Company’s current independent registered public accounting firm, Ernst & Young LLP, and its former independent registered public accounting firm, KPMG LLP, Interwoven intends to prepare restated consolidated financial statements for all affected periods and, as soon as practicable thereafter, become current on the filing of its periodic reports required under the Securities Exchange Act of 1934, as amended.

The Staff of the Securities and Exchange Commission notified Interwoven on October 24, 2007 that no enforcement action is currently being recommended with respect to the Company’s historical stock option granting practices.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking” statements relating to the Audit Committee’s review of historical stock option grant procedures and expected financial statement restatements. These statements are predictions that are based on estimates and information available to us at the time of this press release and are not guarantees of future performance or events. Actual results could differ materially from our current expectations as a result of various            factors      , including: the discovery of additional information relevant to the review, any additional conclusions of the Audit Committee (and the timing of such conclusions) concerning matters relating to our historical stock option grants and the impact of the review on the amount and timing of previously awarded stock-based compensation and other additional expenses to be recorded, the timing of review and conclusions of our independent registered public accounting firm regarding our historical stock option grants and related accounting, accounting adjustments to the our consolidated financial statements for certain periods, the application of accounting or tax principles in an unanticipated manner, an unanticipated delay in the preparation and filing of our required reports with the Securities and Exchange Commission or an inability to meet the requirements of the NASDAQ Global Market for continued listing of its shares. The stock option grant procedures under review and related matters could also lead to potential claims and proceedings relating to such matters, including shareholder or employee litigation and action by the Securities and Exchange Commission and/or other regulatory agencies, and negative tax or other implications for us resulting from any accounting adjustments or other factors.

About Interwoven

Interwoven is a global leader in content management solutions. Interwoven’s software and services enable organizations to effectively leverage content to drive business growth by improving the customer experience, increasing collaboration, and streamlining business processes in dynamic environments. Our unique approach combines user-friendly simplicity with robust IT performance and scalability to unlock the value of content. Today, more than 4,000 enterprise and professional services organizations worldwide have chosen Interwoven, including: adidas, Airbus, Avaya, Cisco, DLA Piper, the Federal Reserve Bank, FedEx, HSBC, LexisNexis, Microsoft, Samsung, Shell, Samsonite, White & Case, and Yamaha. Over 20,000 developers and over 300 partners enrich and extend Interwoven’s offerings. To learn more about Interwoven, please visit www.interwoven.com.

Investor Relations Contact:

Brian Andersen
Interwoven, Inc.
(408) 953-7218
bandersen@interwoven.com

Media Relations Contact:

Randy Cairns
Interwoven, Inc.
(408) 953-7111
rcairns@interwoven.com