Mail Room 4561
May 11, 2006
Patrick C. Condo
President and Chief Executive Officer
Convera Corporation
1921 Gallows Road, Suite 200
Vienna, Virginia 22182
Re: Convera Corporation
Registration Statement on Form S-3
Filed on April 18, 2006
File No. 333-133344
Dear Mr. Condo:
We have limited our review of the above-referenced Form S-3
registration statement of
Convera Corporation to the disclosure items identified below and
have
the following comments. Where indicated, we think you should
revise
your document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Selling Stockholders, page 10
1. Identify the natural person or persons who have voting or
investment control over The Weitz Funds - Hickory Fund and The
Weitz
Funds - Partners Opportunity Fund entities listed as selling
shareholders.
Part II
Undertakings, page II-2
2. The undertakings required by Item 512(a) of Regulation S-K have
recently been updated. Please update the disclosure to include
the
currently required undertakings outlined in paragraph (a)(5)(i) or
(ii), as appropriate.
3. In addition, because you are not relying on Rule 430A, please
remove the related undertaking.
Legality Opinion
4. Please confirm that the reference and limitation in the opinion
to
"the Delaware General Corporation Law" includes the statutory
provisions and also all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these
laws.
5. Please remove from the first sentence of the penultimate
paragraph
of the opinion the word "solely" and any implication that
investors
may not rely on the opinion. In this regard, the following
sentence
requiring written consent for reliance upon the opinion should
also
be eliminated.
6. In addition, because the opinion is qualified by the date it
was
rendered, it should be revised so that it refers to a date closer
to
the desired time of effectiveness.
As appropriate, please amend your filings in response to our
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendments for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please direct all questions to Maryse Mills-Apenteng at 202-
551-3457 or Anne Nguyen, Special Counsel, at 202-551-3611. If you
still require further assistance, please contact the undersigned
at
202-551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 212-763-7600
Peter Diiorio, Esq.
Heller Ehrman LLP
Patrick C. Condo
Convera Corporation
May 11, 2006
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