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) July 28, 2003 CONVERA CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-31989 54-1987541 - ------------------------------------------------- ------------------------ ------------------------------------- (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer 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 Events On July 28, 2003, Convera Corporation, a Delaware corporation ("Convera"), announced it accepted subscriptions for the sale of a total of 4,714,111 newly-issued shares of common stock in a private placement to a group of institutional investors. The shares were priced at $3.60 per share on July 23, 2003. The transaction closed on July 29 and 30, 2003 and resulted in gross proceeds of approximately $17 million. Allen & Company LLC acted as placement agent for the private placement. Convera intends to use the proceeds from this private placement for general corporate purposes, including potential acquisitions. A copy of Convera's press release announcing the acceptance of subscriptions for the private placement is attached as Exhibit 99 hereto and incorporated by reference herein. The press release filed as an exhibit to this report announcing the transaction includes "safe harbor" language, pursuant to the Private Securities Litigation Reform Act of 1995, indicating that certain statements about Convera's business and the acquisition contained in the press release are "forward-looking" rather than "historic." Item 7. Exhibits 99 Press Release of Convera Corporation dated July 28, 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: July 30, 2003