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 (Date of Earliest Event Reported) May 21, 2003
CONVERA CORPORATION
- ------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-31989 54-1987541
- ------------------------------ -------------------- -----------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1921 GALLOWS ROAD, SUITE 200
VIENNA, VIRGINIA 221826
- --------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (703) 761-3700
---------------
Item 5. Other Items.
-----------
On May 23, 2003, Convera Corporation (the "Company") announced that
Rick Rickertsen and Jeffrey White have joined the Company's Board of Directors.
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of the Company, dated May 23, 2003, announcing such appointments.
Item 7. Exhibits
99.1 Press Release of Convera Corporation dated May 23, 2003 reporting the
appointment of two new directors.
99.2 Press Release of Convera Corporation dated May 21, 2003, reporting
financial results for the fiscal quarter ended April 30, 2003.
Item 9. Regulation FD Disclosure
This information set forth under "Item 9. Regulation FD Disclosure"
is intended to be furnished under "Item 12. Results Of Operations And Financial
Condition" in accordance with SEC Release No. 33-8216. Such information,
including the Exhibits attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Attached and incorporated herein by reference as Exhibit 99.2 is a
copy of a press release of the Company, dated May 21, 2003, reporting the
Company's financial results for the fiscal quarter ended April 30, 2003.
SIGNATURE
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, thereto duly authorized.
CONVERA CORPORATION
By: /s/ CHRISTOPHER M. MANN
Christopher M. Mann
Chief Financial Officer
Date: May 28, 2003
EXHIBIT 99.1
For Immediate Release
Corporate Contact:
John Murray
(703) 761-3700
jmurray@convera.com
Convera Appoints Two New Directors to Board
VIENNA, VA, May 23, 2003 -- Convera (Nasdaq: CNVR), a leading provider of
mission-critical search and categorization software for enterprises and
government agencies, today announced that Rick Rickertsen and Jeffrey White have
joined the Company's Board of Directors. They were both also appointed to serve
as members of the Company's Audit Committee
Mr. Rickertsen is chief operating officer of Thayer Capital where he leads the
firm's IT investment efforts. Prior to joining Thayer, Mr. Rickertsen was a
partner with Hancock Park Associates, a Los Angeles-based venture capital and
management buyout firm. He also worked in New York and London in the High
Technology Group for Morgan Stanley & Co., Inc., and at Robertson Colman &
Stephens in San Francisco.
Mr. White is an advisor to the president of the Boston Red Sox and an advisor to
the managing partner/CEO of the Tampa Bay Devil Rays. Mr. White recently served
over a ten-year period as senior vice president and chief financial officer of
Major League Baseball, where he was responsible for financial, auditing,
accounting, treasury, risk management and MIS/IT functions for central baseball.
Mr. White also served as president and chief operating officer of Child Growth
and Development; vice president and chief financial officer of Broadcast Music,
Inc. (BMI); and vice president, finance and planning of CBS News.
"Rick Rickertsen and Jeffrey White bring a wealth of relevant experience and
expertise that will provide valuable perspectives and insights as Convera
continues building its leadership position in the mission-critical enterprise
search and categorization market," said Ron Whittier, Convera's Chairman of the
Board. "The Company recognizes the importance of the Sarbanes-Oxley Act, and the
addition of Rick and Jeff as independent directors to the Board of Directors and
Audit Committee reflect the Company's proactive approach to ensuring compliance
with the independence requirements of the Act."
ABOUT CONVERA
Convera is a leading provider of mission-critical enterprise search and
categorization solutions. Convera's RetrievalWare solutions maximize return on
investment in vast stores of unstructured information by providing highly
scalable, fast, accurate and secure search across more than 200 forms of text,
video, image and audio information, in more than 45 languages. More than 800
customers in 33 countries rely on Convera's search solutions to power a broad
range of mission-critical applications including enterprise portals, knowledge
management, intelligence gathering, profiling, corporate policy compliance,
regulatory compliance, customer service and more. For more information, contact
Convera at 800-788-7758, via e-mail at info@convera.com or on the Web at
www.convera.com.
###
This release, including any statements from Convera personnel, contains
statements about Convera's future expectations, performance, plans, and
prospects, as well as assumptions about future events. The reader is cautioned
not to put undue reliance on these forward-looking statements, as these
statements are subject to numerous factors and uncertainties, including without
limitation, business and economic conditions and trends; continued success in
technological advances; possible disruption in commercial activities caused by
terrorist activity and armed conflict, such as changes in logistics and security
arrangements; reduced customer demand relative to expectations; competitive
factors; and other risk factors listed from time to time in the company's SEC
reports. Actual results may differ materially from our expectations as the
result of these and other important factors relating to Convera's business and
product development efforts, which are further described in Convera's filings
with the Securities and Exchange Commission. These filings can be obtained from
the SEC's website located at www.sec.gov. Any forward-looking statements are
based on information available to Convera on the date of this release, and
Convera assumes no obligation to update such statements.
The Convera design logo and the following are worldwide trademarks of Convera:
Convera(TM), RetrievalWare(R), and Screening Room(R). The names of actual
companies and products mentioned herein may be the trademarks of their
respective owners.
EXHIBIT 99.2
For Immediate Release
Convera Investor Relations Contact: Convera Media Contact:
Chris Mann John Murray
(703) 761-3700 (703) 761-3700
cmann@convera.com jmurray@convera.com
Convera Announces First Quarter Financial Results
Revenues up 11%; Expenses down 20%
VIENNA, VA, May 21, 2003 - Convera (Nasdaq: CNVR), a leading provider of
mission-critical search and categorization solutions for government and
commercial entities, today reported financial results for its first fiscal
quarter ended April 30, 2003.
Total revenues for the first quarter were $7.0 million, an increase of
11% over total revenues of $6.3 million reported for the same quarter last
fiscal year. For the quarter, the Company recorded a net loss of $5.9 million,
or $0.20 per common share, compared to a net loss of $9.6 million, or $0.34 per
common share in the first fiscal quarter last year. The Company's total expenses
for the first quarter were $12.9 million, compared to $16.1 million for the same
period last year, a reduction of 20%. Included in the Company's total expenses
for the first quarter is a $0.3 million restructuring charge related to the
reduction of 15 employees during the quarter.
During the quarter, the Company's Federal business grew by 146% over
the same period last year. The quarter was highlighted by the closing of three
deals, each in excess of $1 million, with three different agencies of the
Federal Government.
ABOUT CONVERA
Convera is a leading provider of mission-critical enterprise search and
categorization solutions. Convera's RetrievalWare(R) solutions maximize return
on investment in vast stores of unstructured information by providing highly
scalable, fast, accurate and secure search across more than 200 forms of text,
video, image and audio information, in more than 45 languages. More than 800
customers in 33 countries rely on Convera's search solutions to power a broad
range of mission-critical applications including enterprise portals, knowledge
management, intelligence gathering, profiling, corporate policy compliance,
regulatory compliance, customer service and more. For more information, contact
Convera at 800-788-7758, via e-mail at info@convera.com or on the Web at
www.convera.com.
###
This release, including any statements from Convera personnel, contains
statements about Convera's future expectations, performance, plans, and
prospects, as well as assumptions about future events. The reader is cautioned
not to put undue reliance on these forward-looking statements, as these
statements are subject to numerous factors and uncertainties, including without
limitation, business and economic conditions and trends; continued success in
technological advances; possible disruption in commercial activities caused by
terrorist activity and armed conflict, such as changes in logistics and security
arrangements; reduced customer demand relative to expectations; competitive
factors; and other risk factors listed from time to time in the company's SEC
reports. Actual results may differ materially from our expectations as the
result of these and other important factors relating to Convera's business and
product development efforts, which are further described in Convera's filings
with the Securities and Exchange Commission. These filings can be obtained from
the SEC's website located at www.sec.gov. Any forward-looking statements are
based on information available to Convera on the date of this release, and
Convera assumes no obligation to update such statements.
The Convera design logo and the following are worldwide trademarks of Convera:
Convera(TM), RetrievalWare(R), and Screening Room(R). The names of actual
companies and products mentioned herein may be the trademarks of their
respective owners.
The condensed, consolidated statements of operations for the Company appear
below and are presented in accordance with accounting principles generally
accepted in the United States. All amounts, except per share amounts, are
expressed in thousands of U.S. dollars.
Three Months Ended
April 30,
2003 2002
---- ----
(unaudited)
Revenues:
License $ 4,231 $ 3,610
Services 1,199 963
Maintenance 1,530 1,720
----------------- ------------------
Total revenues 6,960 6,293
----------------- ------------------
Cost of Revenues:
License 363 754
Services 1,417 1,816
Maintenance 463 503
----------------- ------------------
Total cost of revenues 2,243 3,073
----------------- ------------------
Gross Margin 4,717 3,220
----------------- ------------------
Operating Expenses:
Sales and marketing 4,700 6,384
Research and product development 3,282 3,261
General and administrative 2,291 2,537
Restructuring charge 325 847
Amortization of goodwill & other intangible assets
67 40
Incentive bonus payments due to employees
- (138)
Acquired in-process research & development - 126
---------------- ------------------
Total operating expenses 10,665 13,057
----------------- ------------------
Operating Loss (5,948) (9,837)
Other Income, net 51 227
----------------- ------------------
Net Loss $ (5,897) $ (9,610)
========= =========
Net Loss per common share - basic & diluted
$ (0.20) $ (0.34)
============ ========
Weighted-average number of common
shares outstanding - basic & diluted 29,033 28,526
The condensed, consolidated balance sheets for the Company appear below and
are presented in accordance with accounting principles generally accepted in the
United States. All amounts are expressed in thousands of U.S. dollars.
ASSETS April 30, 2003 January 31, 2003
-------------- ----------------
(unaudited)
Current Assets
Cash and cash equivalents $ 14,029 $ 10,318
Short term investments 10,303 20,148
Accounts receivable, net 7,969 6,732
Prepaid expenses and other 2,951 2,509
-------------------------------------------
-------------------------------------------
Total current assets 35,252 39,707
Other assets, net 5,527 6,060
Goodwill & other intangible assets 3,305 3,372
-------------------------------------------
-------------------------------------------
Total Assets $ 44,084 $ 49,139
===========================================
===========================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 3,435 $ 3,069
Accrued expenses 7,244 7,220
Accrued bonus 1,385 919
Deferred revenues 2,874 2,739
Restructuring reserve 1,106 1,326
---------------------- -----------------------
---------------------- -----------------------
Total current liabilities 16,044 15,273
Restructuring reserve, net of current portion 1,381 1,494
---------------------- -----------------------
---------------------- -----------------------
Total Liabilities 17,425 16,767
Shareholders' Equity 26,659 32,372
---------------------- -----------------------
---------------------- -----------------------
Total $ 44,084 $ 49,139
---------- --------------------
====================== =======================