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 18, 2003

(Date of earliest event reported)

INTERWOVEN, INC.

(Exact name of Registrant as Specified in its Charter)

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

803 11th Avenue, Sunnyvale, CA	94089
(Address of principal executive offices)	(Zip Code)

(408) 774-2000

(Registrant’s telephone number, including area code)

Item 2. ACQUISITION OR DISPOSITION OF ASSETS.

On November 18, 2003, Interwoven, Inc. (“Interwoven”) completed its acquisition of iManage, Inc., a Delaware corporation (“iManage”), through the merger of iManage with and into Mahogany Acquisition Corporation (“Sub”), a Delaware corporation and wholly-owned subsidiary of Interwoven, with Sub continuing as the surviving corporation (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of August 6, 2003, by and among Interwoven, Sub and iManage. As a result of the Merger, each outstanding share of iManage common stock (other than any shares for which appraisal rights are sought under Delaware law) has been converted into the right to receive 0.523575 shares of Interwoven common stock and $1.20 in cash. Except with respect to the cash consideration to be paid to former iManage stockholders in the Merger, for which these stockholders might recognize a gain for U.S. federal income tax purposes, the Merger is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.

In connection with the Merger, Interwoven will pay up to approximately $30.5 million in cash and issue approximately 13.37 million shares of Interwoven common stock for all of the issued and outstanding shares of iManage. Interwoven also assumed all outstanding iManage stock options, each adjusted upon assumption to reflect an exchange ratio of approximately 0.597722. In addition, Interwoven assumed iManage’s 1999 Employee Stock Purchase Plan and adopted a new equity compensation plan (the “New Plan”).

The shares issuable to the former iManage stockholders have been registered under a registration statement on Form S-4 (No. 333-108262), which the Securities and Exchange Commission declared effective on October 9, 2003. A registration statement on Form S-8 (No. 333-110586) has been filed, registering a total of 4,120,476 shares of Interwoven common stock issuable under the New Plan and the iManage 1999 Employee Stock Purchase Plan, and upon exercise of assumed iManage options.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as an exhibit to this current report on Form 8-K.

A press release announcing the completion of the transaction and changes in Interwoven’s management and board of directors as a result of the Merger is attached as an exhibit to this report.

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Item 5. OTHER EVENTS.

At the Special Meeting of Stockholders held on November 18, 2003, the stockholders of Interwoven approved an amendment of Interwoven’s Third Amended and Restated Certificate of Incorporation, as amended, to effect a one-for-four reverse stock split and reduce the number of authorized shares of common stock from 500,000,000 to 125,000,000 shares. Following such approval, Interwoven effected the reverse stock split effective immediately prior to the closing of the Merger on November 18, 2003.

A copy of the Fourth Amended and Restated Certificate of Incorporation and Interwoven’s new form of stock certificate are attached as exhibits to this report.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

The financial statements of iManage required by paragraph (a) of Item 7 of Form 8-K are not included in this report. These financial statements will be filed as soon as practicable, but not later than 60 days after the date on which this initial report was required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial statements required by paragraph (b) of Item 7 of Form 8-K are not included in this report. These financial statements will be filed as soon as practicable, but not later than 60 days after the date on which this initial report was required to be filed.

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(c) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Exhibit Description
2.01	Agreement and Plan of Merger, dated August 6, 2003, by and among the Registrant, Mahogany Acquisition Corporation and iManage, Inc. (Incorporated by reference to Exhibit 2.01 of the Registrant’s current report on Form 8-K with the Securities and Exchange Commission on August 8, 2003.)
4.01	Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 4.08 of the Registrant’s registration statement on Form S-8 (No. 333-110586) filed with the Securities and Exchange Commission on November 19, 2003.)
4.02	Form of Certificate for Registrant’s common stock. (Incorporated by reference to Exhibit 4.10 of the Registrant’s registration statement on Form S-8 (No. 333-110586) filed with the Securities and Exchange Commission on November 19, 2003.)
99.01	Press Release dated November 18, 2003.

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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.

(Registrant)

Date: November 26, 2003	By:	/s/    David M. Allen
		David M. Allen Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Exhibit Description
99.01	Press Release dated November 18, 2003.

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EX-99.01

EXHIBIT 99.01

Contact:

Mary Ellen Ynes

Interwoven, Inc.

(408) 530-7043

mynes@interwoven.com

Interwoven Announces Stockholder Approval of the iManage Merger

Simultaneous Stockholder Meetings Approve Merger

Stockholders Also Approve Interwoven’s One-for-Four Reverse Stock Split

SUNNYVALE, Calif., November 18, 2003 – Interwoven, Inc. (Nasdaq: IWOV), provider of the world’s best-integrated enterprise content management platform, today announced that, at separate special meetings, stockholders approved the merger of Interwoven and iManage.

The merger was completed as of the close of NASDAQ trading today. As previously announced, factoring in the reverse stock split discussed below, iManage stockholders will receive $1.20 in cash (without interest) and 0.523575 of a share of Interwoven common stock for each share of iManage common stock they own, with cash paid in lieu of any fractional share of Interwoven common stock which otherwise would be issued to the iManage stockholders.

Interwoven’s stockholders also approved a one-for-four reverse stock split. The reverse split is effective as of the close of NASDAQ trading today, November 18, 2003, immediately prior to the closing of the merger with iManage. As a result of the reverse stock split, a “D” will be appended to Interwoven’s NASDAQ trading symbol for the next 20 days.

Appointments to Interwoven Executive Staff, Board of Directors

Effective with today’s merger close, iManage chief financial officer John Calonico has joined Interwoven’s executive team as senior vice president of finance, and will assume the position of chief financial officer in the first quarter of 2004. Additionally, iManage chief technology officer Rafiq Mohammadi assumes the new role of senior vice president of engineering and CTO. Together with Jack Jia, current senior vice president and CTO at Interwoven, they will form the “Office of the CTO.”

Also effective today, Mahmood Panjwani, president and chief executive officer of iManage, joined the Interwoven Board of Directors and was appointed Vice Chairman of the Board of Directors at Interwoven. Bob L. Corey, a former member of the iManage Board of Directors, also joined the Interwoven Board.

For more information on these new appointments, see today’s press releases

http://www.interwoven.com/pressrelease/newexecs and

http://www.interwoven.com/pressrelease/newboard.

The launch of the combined company as the New Interwoven will take place on November 24, 2003.

Conference Call

Interwoven will hold a conference call to provide additional details regarding the merger on November 25, 2003 at 2:00 pm PST, which may be accessed by calling (800) 810-0924, pass code #729166 and via the Web at

http://www.corporateir.net/ireye/ir_site.zhtml?ticker=IWOV&script=1010&item_id=771311.

A replay of this conference call will be available from 4:15 pm PST on November 25 through 10:00 pm PST Friday, November 28 by calling (719) 457-0820 or (888) 203-1112, pass code #729166.

About Interwoven

Interwoven, Inc. provides the world’s best-integrated enterprise content management platform. Allied with the leading enterprise application providers, the Interwoven ECM platform provides end-to-end content lifecycle management for 2,700 organizations worldwide including Air France, Cisco Systems, General Electric, General Motors, and Yamaha. For more information visit www.interwoven.com.

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This press release contains forward-looking statements within the meaning of the federal securities laws. These statements are based on information available to us at the time of this release. These forward-looking statements include expectations about Interwoven personnel and performance. These forward-looking statements are subject to risks and uncertainties

that could cause actual results and events to differ materially. For a discussion of other risks that could cause actual results or events to differ materially from such forward-looking statements, see our most recent annual report on Form 10-K and subsequent Forms 10-Q and 8-K, which are on file with the SEC and available through www.sec.gov . Interwoven undertakes no duty to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.