IWOV Interwoven (MM)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  o

Check the appropriate box:

o      Preliminary Proxy Statement.
o       Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).
o      Definitive Proxy Statement.
o      Definitive Additional Materials.
þ      Soliciting Material Pursuant to § 240.14a-12.

INTERWOVEN, INC.

Payment of Filing Fee (Check the appropriate box):

þ      No fee required.

o      Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)		Title of each class of securities to which transaction applies:

	2)		Aggregate number of securities to which transaction applies:

	3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	4)		Proposed maximum aggregate value of transaction:

	5)		Total fee paid:

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o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	1)		Amount Previously Paid:

	2)		Form, Schedule or Registration Statement No.:

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	4)		Date Filed:

Filed by Interwoven, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Interwoven, Inc.
Commission File No.: 000-27389

On February 6, 2009, Interwoven, Inc. provided the following series of frequently asked questions and answers (FAQ) to its employees relating to the proposed acquisition of Interwoven, Inc. by Autonomy Corporation plc. This FAQ is posted on Interwoven’s intranet and replaces the FAQ that was previously posted and filed with the Securities and Exchange Commission on January 26, 2009.

AUTONOMY / INTERWOVEN EMPLOYEE FAQ DOCUMENT

When can I expect more information about the integration plans?

	•		Both companies will keep everyone updated as information becomes available.
	•		Note that while both companies are waiting for Hart-Scott Rodino antitrust clearance, which is expected to last through February, there will be limited discussions between Interwoven and Autonomy as both companies are required to operate independently.
	•		Interwoven has a dedicated section on Netspeed that is focused on providing employees more information on the acquisition.
	•		You can also reference the section of Interwoven.com dedicated to Autonomy information to see what we’re sharing with customers, partners and prospects.

Will Autonomy be retaining all Interwoven employees?

	•		Specifics regarding positions will be determined during the integration planning process, which will take place over the next couple months.
	•		As is usual with these kinds of acquisitions, there will be some employees impacted in both companies. Autonomy has about 1,400 employees, while Interwoven has about 1,000.
	•		We expect the transaction to Close by Q2, and we will continue to operate as independent companies until that time.
	•		Until the new plan is in place, it’s business as usual and it’s more important than ever that we stay focused and perform at the highest level.

After the transaction has Closed, will Interwoven be run as a separate company?

•

Autonomy Group currently includes Autonomy ZANTAZ, Autonomy E-talk, Autonomy Virage and Autonomy Cardiff as Autonomy companies. It’s likely that there will be Autonomy Interwoven also.

Are you planning any significant relocations or closures of Interwoven premises?

	•		No decisions have yet been made regarding offices, and whether any current Interwoven or Autonomy offices will be closed.
	•		There may be opportunities for those that live closer to certain Autonomy office locations to work there instead of their current Interwoven location.

What is the Autonomy culture like?

	•		Autonomy has a very strong performance-based culture. Employees are compensated based on their individual contributions.
	•		Autonomy is apolitical and has an open-minded culture.
	•		The company is very innovative. Training and development around innovation is a key part of the Autonomy culture.
	•		Autonomy looks to create opportunities for employees who have joined the company via an acquisition. Every individual has an opportunity to stand out and make a difference across all functions and geographies.

Will I still receive my Q4 and/or 2008 bonus?

	•		Yes. Eligible employees will receive their quarterly and annual bonuses according to the recently established timetable.
	•		U.S. Bonuses will be paid on the February 13 th payroll schedule.
	•		India, APAC and EMEA will be paid on the standard February pay period.
	•		There will be no changes to the current bonus structure until after the Close.

I’m an Interwoven employee with stock options and/or restricted stock units (RSUs). What happens to those stock options and/or RSUs?

•

Closer to the Closing, you will receive detailed information from Interwoven Stock Administration about your stock options and/or RSUs.

•

Stock options with exercise prices at or below $40.00 per share shall either be a) assumed by Autonomy, or b) at the employee’s option, may be exercised at Closing:

	o		The default treatment of stock options is that the options will be assumed by Autonomy and become options to purchase Autonomy ordinary shares on the same terms and conditions as are in effect immediately prior to the completion of the acquisition, except that the exercise price and number of shares subject to each such stock option will be adjusted to reflect the trading price of Autonomy ordinary shares at such time relative to the cash price payable in the acquisition.
	o		For vested, in-the-money, options (options with an exercise price lower than $16.20 per share), employees may opt to exercise these options at Closing. If this option is chosen, the option shall be a “cashless” exercise, meaning the employee will receive an amount equal to $16.20 less the exercise price for each option.

•

Stock options with exercise prices above $40.00 per share:

o

will not be assumed by Autonomy and will be canceled upon the completion of the acquisition with no cash or other consideration payable, whether or not then vested or exercisable.

	•		Autonomy will assume all outstanding restricted stock units on the same terms and conditions as are in effect immediately prior to the completion of the acquisition, except that the number of shares issuable upon settlement of the restricted stock units will be adjusted to reflect the trading price of Autonomy shares at such time relative to the cash price payable in the acquisition.
	•		Autonomy’s ordinary shares trade on the London Stock Exchange.

What happens to stock options if an employee is not retained by Autonomy?

	•		All stock options shall be treated the same, irrespective of the employee’s status.
	•		If an employee is not retained by Autonomy, that employee may elect to exercise the options at Closing or have the options assumed by Autonomy (as described above).
	•		Note, however, that the terminated employee must exercise options within the stated expiration period (this is normally 90 days after their termination) since the options are cancelled after this time period.

I’m currently enrolled in Interwoven’s Employee Stock Purchase Plan (ESPP). What happens now?

	•		There will be no changes to the Employee Stock Purchase Plan until the transaction Close.
	•		In summary, rights which are outstanding on the earlier of April 30, 2009 or the day immediately prior to the closing will be exercised and converted into shares of Interwoven common stock that will be cashed out at the Closing of the acquisition.

Does Autonomy provide employees with stock? Do they have an ESPP program?

	•		You will receive detailed information from Human Resources about Autonomy’s equity incentive plans.
	•		Autonomy does issue merit-based options to purchase shares of Autonomy stock.

How will the acquisition affect my immigration process?

	•		There is no change to the way Interwoven is processing visas and green cards prior to the Close.
	•		We do not have specifics on how this process will be handled by Autonomy. We do know that they also have a workforce inclusive of individuals on visas.
	•		If you have a specific question regarding your current visa or green card process, please contact Mary Jane Quizon in HR.

Will our benefits change after the acquisition?

	•		Specific information regarding Autonomy benefits will be provided after Closing.
	•		More information will be shared with employees as details become available.

What happens if the FSA (Health, Dependent Care or Transit) plans are terminated after the Close?

	•		We don’t have any indication at this time that any of our plans will end with the Close of this acquisition.
	•		However, in the event that any of the FSA accounts are closed, you will be given 90 days to submit claims “incurred” prior to the termination date of the plan.

Cautionary Statement Regarding Forward-Looking Statements

This FAQ document includes forward-looking statements, based on current expectations, which are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the FAQ document. Such factors include, but are not limited to, the risk that the transaction is not consummated or is not consummated within the expected timeframe. For information regarding other related risks, see discussion of risks and other factors in Interwoven’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and available through www.sec.gov .

Additional Information About the Proposed Transaction and Where You Can Find It

In connection with the proposed transaction, Interwoven filed a preliminary proxy statement with the Securities and Exchange Commission on January 28, 2009 and will file a definitive proxy statement. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF INTERWOVEN ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS FILED BY INTERWOVEN WITH THE SEC BECAUSE THEY CONTAIN, OR WHEN THEY BECOME AVAILABLE, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials, and any other documents filed by Interwoven with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov . In addition, stockholders of Interwoven may obtain free copies of the documents filed with the SEC by contacting Interwoven Investor Relations at (408) 953-7218 or Interwoven, Inc., 160 E. Tasman Drive, San Jose, California 95134. You may also read and copy any reports, statements and other information filed by Interwoven with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Interwoven and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Interwoven stockholders in favor of the proposed transaction. Certain executive officers and directors of Interwoven have interests in the transaction that may differ from the interests of stockholders generally, including without limitation acceleration of vesting of stock options and restricted stock units, benefits conferred under severance and change in control arrangements, and continuation of director and officer insurance and indemnification. Information about the directors and officers of Interwoven and the interests they may have in the proposed acquisition is available in the preliminary proxy statement and will be available in the definitive proxy statement, when it is filed with the SEC.

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