As filed with the Securities and Exchange Commission on January 12, 2007
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Convera Corporation
(Exact name of Registrant as specified in its charter)
Delaware 54-1987541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1921 Gallows Road, Suite 200
Vienna, Virginia 22182
(Address of principal executive offices)
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Convera Corporation Amended and Restated 2000 Stock Option Plan
(Full title of the plan)
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Patrick C. Condo
Chief Executive Officer
Convera Corporation
1921 Gallows Road, Suite 200
Vienna, Virginia 22182
(Name and address of agent for service)
(703) 761-3700
(Telephone number, including area code, of agent for service)
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Copies to:
Peter DiIorio, Esq.
Heller Ehrman LLP
Times Square Tower
7 Times Square
New York, New York 10036
Telephone - (212) 832-8300
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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Common Stock, $0.01 par value per
share ............................. 3,000,000 (1) $4.16 (2) $12,480,000 $1,336
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(1) This Registration Statement covers the additional 3,000,000 shares of
common stock approved by the stockholders of Convera Corporation. on July
18, 2006, that are issuable pursuant to Convera Corporation's Amended and
Restated 2000 Stock Option Plan, plus an indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of
1933, as amended, based upon the average of the high and low prices of the
registrant's Common Stock on the Nasdaq Global Market on January 10, 2007.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended
January 31, 2006, filed with the Commission filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 2006, July 31, 2006 and October 31, 2006.
(c) The registrant's Current Reports dated February 13, 2006, February
16, 2006, February 22, 2006, February 28, 2006, May 24, 2006, June 29, 2006,
July 24, 2006, August 23, 2006 and December 6, 2006.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal period covered by the Transition Report
referred to in (a) above.
(e) The description of the Company's Common Stock, par value $.01 per
share, as contained in a registration statement on Form 8-A filed on November
21, 2000, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE GENERAL CORPORATION LAW. Section 145(a) of the Delaware General
Corporation Law (the "GCL") provides that a Delaware corporation may 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, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.
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Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that 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 or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
CERTIFICATE OF INCORPORATION AND BYLAWS. The registrant's Bylaws provide,
pursuant to Section 145 of the GCL, for indemnification of officers, directors,
employees and agents of the registrant and persons serving at the request of the
registrant in such capacities within other business organizations against
certain losses, costs, liabilities and expenses incurred by reason of their
position with the registrant or such other business organizations. Additionally,
the Bylaws provide for such indemnification to continue as to such persons even
after they have ceased holding their position with the registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
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5.1 Opinion of Heller Ehrman LLP.
23.1 Consent of Heller Ehrman LLP (included in Exhibit
5.1).
23.2 Consent of Independent Registered Public Accounting
Firm.
24.1 Powers of Attorney (included in signature page to
this registration statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(1) 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as the indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
[Signature Pages Follow]
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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 City of Vienna, Commonwealth of Virginia, on January 12,
2007.
Convera Corporation
By: /s/ Patrick C. Condo
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Patrick C. Condo
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick C. Condo and Matthew G. Jones,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each 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 as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Patrick C. Condo President and Chief Executive Officer January 12, 2007
- ------------------------------------ (Principal Executive Officer)
Patrick C. Condo
/s/ Matthew G. Jones Chief Financial Officer, Treasurer and Secretary January 12, 2007
- ------------------------------------ (Principal Financial and Accounting Officer)
Matthew G. Jones
/s/ Ronald J. Whittier Chairman of the Board January 12, 2007
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Ronald J. Whittier
/s/ Herbert A. Allen Director January 12, 2007
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Herbert A. Allen
/s/ Herbert A. Allen III Director January 12, 2007
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Herbert A. Allen III
/s/ Stephen D. Greenberg Director January 12, 2007
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Stephen D. Greenberg
/s/ John C. Botts Director January 12, 2007
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John C. Botts
/s/ Eli S. Jacobs Director January 12, 2007
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Eli S. Jacobs
/s/ Donald R. Keough Director January 12, 2007
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Donald R. Keough
/s/ Ajay Menon Director January 12, 2007
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Ajay Menon
/s/ Alexander F. Parker Director January 12, 2007
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Alexander F. Parker
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/s/ Sydney Pollack Director January 12, 2007
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Sydney Pollack
/s/ Carl J. Rickertsen Director January 12, 2007
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Carl J. Rickertsen
Director January __, 2007
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Jeffrey White
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