UNITED STATES
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) December 7, 2004
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 22182
- -------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (703) 761-3700
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
_____ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
_____ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_____ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.05. Costs Associated with Exit or Disposal Activities
On December 10, 2004, Convera Corporation ("Convera" or the "Company")
announced that it has effected a re-alignment of its operating infrastructure.
This restructuring was approved by the Company's Board of Directors at a meeting
held on November 30, 2004. Convera's management began implementing the
restructuring, including notifying affected employees, on Tuesday, December 7,
2004. This action is aimed at reducing approximately $10 million of annualized
expense through a general workforce reduction, facility consolidations, reduced
marketing expenses and decreased other general operating costs. Additionally,
the Company will transfer certain existing personnel resources to the Company's
previously announced web indexing initiative. The Company expects to complete
the required components of this restructuring in its fourth quarter ending
January 31, 2005. Once concluded, the Company's primary focus will be to
accelerate its web indexing development activities and to increase Convera's
existing presence in the high-end search market, specifically within the law
enforcement and intelligence gathering community as well as the media,
entertainment and publishing sectors.
These expense adjustments are aimed at positioning the Company's Intranet
search products business (e.g. RetrievalWare) to reach net income profitability.
The Company expects to increase the level of investment in its web indexing
initiative and as previously disclosed may elect to seek funding sources for
this development effort over the coming quarters. The Company will take a
restructuring charge of approximately $800,000 during its fourth quarter. The
Company expects that substantially all of the restructuring charge will relate
to one-time employee severance costs.
A copy of Convera's press release announcing such restructuring is attached
to this Form 8-K as Exhibit 99.1.
Item 9.01(c). Financial Statements and Exhibits
99.1 Press Release of Convera Corporation dated December 10, 2004
announcing a corporate restructuring.
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/ JOHN R. POLCHIN
John R. Polchin
Chief Financial Officer
Date: December 10, 2004
Exhibit 99.1
CONVERA
Contact:
John R. Polchin
Chief Financial Officer
Convera
703.761.3700
Convera Announces Corporate Restructuring
Company to Increase Focus on High-End Search Market;
Re-Alignment Aimed to Reduce Approximately $10 Million of Annualized Expense
Vienna, Va., December 10, 2004 - Convera Corporation (NASDAQ: CNVR), a leading
provider of search and categorization software for enterprises and government
agencies, today announced that it has effected a re-alignment of its operational
infrastructure. This action is aimed at reducing approximately $10 million of
annualized expense through a general workforce reduction, facility
consolidations, reduced marketing related expenses and decreased other general
operating costs. Additionally, as part of this restructuring, the Company will
transfer certain existing personnel resources to the Company's previously
announced web indexing initiative. Once concluded, the Company's primary focus
will be to accelerate its web indexing development activities and to increase
Convera's existing presence in the high-end search market, specifically within
the law enforcement and intelligence gathering community as well as the media,
entertainment and publishing sectors.
These expense adjustments are aimed at positioning the Company's Intranet search
products business (e.g. RetrievalWare) to reach net income profitability. The
Company expects to increase the level of investment in its web indexing
initiative and as previously disclosed may elect to seek funding sources for
this development effort over the coming quarters.
The Company will take a restructuring charge of approximately $800,000 during
its fourth quarter related to this re-alignment.
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
900 customers in 33 countries rely on Convera's search solutions to power a
broad range of 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; the ability to continue
funding operating losses; fluctuations in operating results including impacts
from reduced corporate IT spending and lengthier sales cycles; continued success
in technological advances and development including the Web indexing initiative;
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.