As filed with the Securities and Exchange Commission
on November 1, 1996
Registration No.33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
EXCALIBUR TECHNOLOGIES CORPORATION
[Exact name of issuer as specified in its charter]
Delaware 85-0278207
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1921 Gallows Road
Suite 200
Vienna, Virginia 22182
703-761-3700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Excalibur Technologies Corporation 1989 Incentive Plan
Excalibur Technologies Corporation 1996 Employee Stock Purchase Plan
(Full Title of plan)
Patrick C. Condo
1921 Gallows Road
Suite 200
Vienna, Virginia 22182
703-761-3700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Jay H. Diamond, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to Amount to be price per offering registration
be registered registered unit price fee
- -------------------------------------------------------------------------------
Common Stock, $.01 1,250,000 $13.75(1) $17,187,500 $5,208.33
par value
- -------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(h) under the Securities Act of
1993, based upon the last sale price of the registrant's Common Stock as
reported by NASDAQ on October 30, 1996, with respect to shares which may be
issued upon exercise of options not yet granted under the Excalibur Technologies
Corporation 1989 Incentive Plan or the Excalibur Technologies Corporation 1996
Employee Stock Purchase Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
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.
The following documents which have heretofore been filed by Excalibur
Technologies Corporation (the "Company") (File No. 0-9747) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 30 and July 31, 1996.
3. The Company's proxy statement dated May 28, 1996.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which reregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing such documents.
- --------
(1) This information is not required to be included in, and is not incorporated
by reference in, this Registration Statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of Shares of Common Stock to be offered hereunder has
been passed upon for the Company by Tenzer Greenblatt LLP.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-laws of the Company provide that it shall,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that such person is fairly and reasonably entitled to indemnity for proper
expenses.
The Company's By-laws provide, pursuant to Section 145 of the
General Corporation Law of the State of Delaware, for indemnification of
officers, directors, employees and agents of the Company and persons serving at
the request of the Company in such capacities within other business
organizations against certain losses, costs, liabilities and expenses incurred
by reason of their position with the Company or such other business
organizations.
The Company has an insurance policy covering the liability and
expenses which might be incurred in connection with lawful indemnification of
directors and officers of the Company for certain liabilities and expenses of
such directors and officers for acts in those capacities. Such directors and
officers are also insured against certain liabilities and expenses incurred for
acts in such capacities and for which they are not entitled to indemnification
by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
- II-2 -
Item 8. Exhibits.
Exhibit Description
Number
4.01 Certificate of Incorporation of the Company, as
amended. Incorporated herein by reference to Form
10-K for the year ended January 31, 1990, filed May
1, 1990; amendment filed herewith.
4.02 Bylaws of the Company. Incorporated herein by
reference to Form 10-K for the year ended January
31, 1990, filed May 1, 1990.
4.03 1989 Incentive Plan. Incorporated
herein by reference to Form 10-K for the year
ended January 31, 1990, filed April 22, 1991.
4.04 Employee Stock Purchase Plan
5.01 Opinion re: Legality
24.01 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5.01)
24.02 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.03 Consent of Price Waterhouse LLP, Independent
Accountants
25 Power of Attorney (included in signature
pages to this Registration Statement)
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) 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;
(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)(a)(i) and (1)(a)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;
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(b) 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; and
(c) 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.
(2) The undersigned registrant hereby undertakes that, for the
purpose 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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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.
(3) 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, 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.
POWER OF ATTORNEY
Know all men by these presents, that each officer or director of
Excalibur Technologies Corporation whose signature appears below constitutes and
appoints Patrick C. Condo, James H. Buchanan and Jay H. Diamond and each of them
severally her/his true and lawful attorney-in-fact and agent, with full and
several power of substitution, for her/him and in her/his name, place and stead,
in any and all capacities, to sign any or all amendments, including
post-effective amendments and supplements to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 they or she/he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or her/his or their substitute or substitutes may lawfully do or cause to
be done by virtue thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Vienna, Commonwealth of Virginia, on the 31st day of
October, 1996.
EXCALIBUR TECHNOLOGIES CORPORATION
By:/s/Patrick C. Condo
------------------------------------
Patrick C. Condo
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/Patrick C. Condo President, Chief Executive October 31, 1996
- ------------------------ Officer and Director
Patrick C. Condo (Principal Executive Officer)
Chairman of the Board October __, 1996
- ------------------------- of Directors
Donald R. Keough
/s/James H. Buchanan Chief Financial Officer October 31, 1996
- ------------------------- and Treasurer (Principal
James H. Buchanan Financial and Accounting Officer)
/s/Richard M. Crooks, Jr. Director October 31, 1996
- -------------------------
Richard M. Crooks, Jr.
Director October __, 1996
- -------------------------
W. Frank King III
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/s/Paul E. Nelson Director October 31, 1996
- -------------------------
Paul E. Nelson
Director October __, 1996
- -------------------------
John G. McMillian
/s/Philip J. O'Reilly Director October 31, 1996
- -------------------------
Philip J. O'Reilly
/s/Shaun C. Viguerie Director October 31, 1996
- ------------------------
Shaun C. Viguerie
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Exhibits
Exhibit
Number Description
------- -----------
4.01 Certificate of Incorporation of the Company, as
amended. Incorporated herein by reference to Form
10-K for the year ended January 31, 1990, filed May
1, 1990; amendment filed herewith.
4.02 Bylaws of the Company. Incorporated herein by
reference to Form 10-K for the year ended January
31, 1990, filed May 1, 1990.
4.03 1989 Incentive Plan. Incorporated
herein by reference to Form 10-K for the year
ended January 31, 1990, filed April 22, 1991.
4.04 Employee Stock Purchase Plan
5.01 Opinion re: Legality
24.01 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5.01)
24.02 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.03 Consent of Price Waterhouse LLP, Independent
Accountants
25 Power of Attorney (included in signature
pages to this Registration Statement)