S-8

As filed with the Securities and Exchange Commission on April 28, 2005

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERWOVEN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 77-0523543
(I.R.S. Employer
Identification No.)

803 11^th Avenue
Sunnyvale, California 94089
(Address of Principal Executive Offices, including ZIP code)

1999 Employee Stock Purchase Plan

(Full Title of the Plan)

John E. Calonico, Jr.
Senior Vice President and Chief Financial Officer
Interwoven, Inc.
803 11^th Avenue
Sunnyvale, California 94089
(408) 774-2000
(Name, Address and Telephone Number of Agent for Service)

Copies to:

Horace L. Nash, Esq.
Coleman J.F. Cannon, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041

CALCULATION OF REGISTRATION FEE

Title of Securities	Amount to be			Proposed Maximum			Proposed Maximum			Amount of
to be Registered	Registered			Offering Price Per Share			Aggregate Offering Price			Registration Fee
Common Stock, $0.001 par value		410,867	(1)	$	6.76	(2)	$	2,776,434	(2)	$	327	(3)

(1)	Represents shares available for grant under Registrant’s 1999 Employee Stock Purchase Plan.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices reported on the Nasdaq National Market on April 27, 2005. This amount is multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 1999 Employee Stock Purchase Plan.
(3)	Fee calculated pursuant to Section 6(b) of the Securities Act of 1933.

TABLE OF CONTENTS

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
Exhibit Index
EXHIBIT 5.01
EXHIBIT 23.02

INTERWOVEN, INC.
REGISTRATION STATEMENT ON FORM S-8

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

     Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed with the Commission are incorporated herein by reference:

          (a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Commission on March 15, 2005; and

          (b) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”) on September 20, 1999, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Registrant by Fenwick & West LLP of Mountain View, California. Members of the firm of Fenwick & West LLP own an aggregate of approximately 475 shares of Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

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     As permitted by the Delaware General Corporation Law, the Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

•   for any breach of the director’s duty of loyalty to the Registrant or its stockholders,

•   for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,

•   under section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases), or

•   for any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, the Registrant’s Bylaws provide that:

•   the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions,

•   the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law,

•   the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions, and

•   the rights conferred in the Bylaws are not exclusive.

     The Registrant has entered into Indemnity Agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Fourth Amended and Restated Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

     The Registrant maintains directors’ and officers’ liability insurance.

     See also the undertakings set out in response to Item 9.

     Reference is made to the following documents filed as exhibits to this Registration Statement regarding relevant indemnification provisions described above and elsewhere herein:

Exhibit Document	Number
Registrant’s Fourth Amended and Restated Certificate of Incorporation		4.03
Registrant’s Amended and Restated Bylaws, as amended		4.04

Item 7. Exemption From Registration Claimed

     Not applicable.

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Item 8. Exhibits

4.01	Interwoven, Inc. 1999 Employee Stock Purchase Plan (incorporated by Reference from Exhibit 4.03 to Registrant’s Registration Statement on Form S-8, Registration No. 333-54250, filed with the Commission on January 24, 2001).
4.02	Forms of Enrollment Form, Subscription Agreement, Notice of Withdrawal and Notice of Suspension related to the 1999 Employee Stock Purchase Plan (incorporated by Reference from Exhibit 10.05 to Registrant’s Registration Statement on Form S-1, Registration No. 333-83779, filed with the Commission on July 27, 1999).
4.03	Registrant’s Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 18, 2003 (incorporated by reference from Exhibit 4.08 to Registrant’s Registration Statement on Form S-8, Registration No. 333-110586, filed with the Commission on November 19, 2003).
4.04	Registrant’s Amended and Restated Bylaws, as amended (incorporated by reference from Exhibit 3.03 to Registrant’s Annual Report on Form 10-K, filed with the Commission on June 20, 2001).
4.05	Form of Certificate for Registrant’s common stock (incorporated by reference from Exhibit 4.01 to Registrant’s Registration Statement on Form S-1, Registration No. 333-83779, filed with the Commission on July 27, 1999).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of KPMG LLP, independent registered public accounting firm.
24.01	Power of Attorney (see page II-5).

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 28th day of April, 2005.

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

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Martin W. Brauns and John E. Calonico, Jr., and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all 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 and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/s/ Martin W. Brauns	Chairman, President and Chief Executive Officer	April 28, 2005
Martin W. Brauns
Principal Financial Officer and Principal Accounting Officer:
/s/ John E. Calonico, Jr.	Senior Vice President and Chief Financial Officer	April 28, 2005
John E. Calonico, Jr.
Additional Directors:
/s/ Ronald E.F. Codd	Director	April 28, 2005
Ronald E.F. Codd
/s/ Bob L. Corey	Director	April 28, 2005
Bob L. Corey
/s/ Frank J. Fanzilli, Jr.	Director	April 28, 2005
Frank J. Fanzilli, Jr.
/s/ Thomas L. Thomas	Director	April 28, 2005
Thomas L. Thomas
/s/ Anthony Zingale	Director	April 28, 2005
Anthony Zingale

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Exhibit Index

Exhibit
Number	Exhibit Title
4.01	Interwoven, Inc. 1999 Employee Stock Purchase Plan (incorporated by Reference from Exhibit 4.03 to Registrant’s Registration Statement on Form S-8, Registration No. 333-54250, filed with the Commission on January 24, 2001).
4.02	Forms of Enrollment Form, Subscription Agreement, Notice of Withdrawal and Notice of Suspension related to the 1999 Employee Stock Purchase Plan (incorporated by Reference from Exhibit 10.05 to Registrant’s Registration Statement on Form S-1, Registration No. 333-83779, filed with the Commission on July 27, 1999).
4.03	Registrant’s Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 18, 2003 (incorporated by reference from Exhibit 4.08 to Registrant’s Registration Statement on Form S-8, Registration No. 333-110586, filed with the Commission on November 19, 2003).
4.04	Registrant’s Amended and Restated Bylaws, as amended (incorporated by reference from Exhibit 3.03 to Registrant’s Annual Report on Form 10-K, filed with the Commission on June 20, 2001).
4.05	Form of Certificate for Registrant’s common stock (incorporated by reference from Exhibit 4.01 to Registrant’s Registration Statement on Form S-1, Registration No. 333-83779, filed with the Commission on July 27, 1999).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of KPMG LLP, independent registered public accounting firm.
24.01	Power of Attorney (see page II-5).

EX-5.01

EXHIBIT 5.01

[LETTERHEAD OF FENWICK & WEST LLP]

April 28, 2005

Interwoven, Inc.
803 11^th Avenue
Sunnyvale, CA 94089

Gentlemen/Ladies:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Interwoven, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about April 28, 2005 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 410,867 shares of the Company’s Common Stock (the “Stock”), subject to issuance by the Company upon the exercise of purchase rights granted or to be granted under the Company’s 1999 Employee Stock Purchase Plan (the “Plan”). In rendering this opinion, we have examined such matters of fact as we have deemed necessary to render the opinion set forth herein, which included examination of the following.

(1)	the Company’s Fourth Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on November 18, 2003;
(2)	the Company’s Amended and Restated Bylaws, certified by the Company’s Secretary on December 7, 2000;
(3)	the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;
(4)	the prospectus prepared in connection with the Registration Statement;
(5)	the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in the Company’s minute books that are in our possession;
(6)	the stock records that the Company has provided to us (consisting of a report from the Company’s transfer agent of even date herewith verifying the number of the Company’s issued and outstanding shares of capital stock as of the close of business the immediately preceding day, and a summary report of currently outstanding options and warrants to purchase the Company’s capital stock that was prepared by the Company and dated of even date herewith); and
(7)	a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual and other representations (the “Management Certificate”).

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that the 410,867 shares of Stock that may be issued and sold by the Company upon the exercise of purchase rights granted or to be granted under the Plan when issued, sold and delivered in accordance with the Plan and purchase agreements entered or to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/s/ FENWICK & WEST LLP

FENWICK & WEST LLP

EX-23.02

EXHIBIT 23.02

CONSENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of
Interwoven, Inc.:

We consent to the incorporation of reference in the registration statement on Form S-8 of Interwoven, Inc. of our reports dated March 15, 2005, with respect to the consolidated balance sheets of Interwoven, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations and stockholders’ equity and comprehensive loss and cash flows for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 annual report on Form 10-K of Interwoven, Inc., incorporated herein by reference.

Our report contains an explanatory paragraph that refers to the Company’s adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” on January 1, 2002.

/s/ KPMG LLP

Mountain View, California
April 28, 2005