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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 21, 2000
CONVERA CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-31989 54-1987541
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1921 GALLOWS ROAD, SUITE 200
VIENNA, VIRGINIA 221826
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (703) 761-3700
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Item 2 Acquisition or Disposition of Assets
On December 21, 2000, Excalibur Technologies Corporation ("Excalibur") and
Intel Corporation ("Intel"), consummated a business combination transaction (the
"Combination") pursuant to an Agreement and Plan of Contribution and Merger,
dated as of April 30, 2000, as amended (the "Contribution and Merger
Agreement"), by and among Excalibur, Intel, Convera Corporation ("Convera"), a
wholly owned subsidiary of Excalibur, and Excalibur Transitory, Inc., a wholly
owned subsidiary of Convera. At the completion of the Combination:
Excalibur became a wholly owned subsidiary of a new holding company,
Convera Corporation;
Each outstanding share of Excalibur common stock was converted into one
share of Convera Class A common stock, resulting in Excalibur stockholders
receiving 15,559,563 aggregate shares of Convera Class A common stock; and
Intel contributed to Convera its Interactive Media Services division,
intellectual property assets and other assets used by that division, as
well as approximately $150 million in cash at closing, in exchange for
14,949,384 shares of the Convera Class A common stock and 12,207,038 shares
of the Convera Class B non-voting common stock.
In a transaction related to the Combination, on December 21, 2000, Convera
also consummated a transaction (the "NBA Transaction") with NBA Media Ventures,
LLC and WNBA Enterprises, LLC (collectively, the "NBA Parties"). At the
completion of the NBA Transaction:
Intel assigned to Convera a services agreement it had entered into with the
NBA Parties under which Intel agreed to provide services and technologies
for the development of interactive NBA products over a term of ten years;
and
NBA Media Ventures, LLC received 4,746,221 shares of Convera Class A common
stock in exchange for the contribution to Convera of certain assets
pursuant to a Contribution Agreement dated as of September 13, 2000 between
Convera and the NBA Media Ventures, LLC (the "Contribution Agreement").
Information concerning the Combination and the NBA Transaction is included
in Convera's Registration Statement on Form S-4 (File No. 333-50172) filed with
the Securities Exchange Commission on November 21, 2000 (the "Form S-4"). The
Contribution and Merger Agreement is attached as Annex A to the prospectus
included in the Form S-4 and the Contribution Agreement is attached as Exhibit
10.15 to the Form S-4.
Convera is a successor registrant of Excalibur. The Convera Class A Common
Stock is traded on the Nasdaq National Market under the symbol "CNVR".
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired
The following financial statements of the Interactive Media Services
division of Intel included in Convera's Registration Statement on Form S-4 (File
No. 333-50172) are incorporated herein by reference:
(1) Report of Independent Auditors
(2) Statement of Assets to be Contributed as of December 25, 1999,
December 26, 1998, and September 30, 2000 (unaudited)
(3) Statement of Net Revenues and Direct Expenses for the year ended
December 25, 1999, the period from inception to December 26, 1998,
and the nine months ended September 25, 1999 (unaudited) and
September 30, 2000 (unaudited)
(4) Notes to Financial Statements
(b) Pro Forma Financial Information
The following unaudited pro forma combined financial information of Convera
will be filed by an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after the date this Form 8-K is required to be filed:
(1) Unaudited Pro Forma Combined Balance Sheet of Convera as of
October 31, 2000
(2) Unaudited Pro Forma Combined Statements of Operations of Convera
for the year ended January 31, 2000 and the nine months ended
October 31, 2000
(c) Exhibits
2.1 Agreement and Plan of Contribution and Merger, dated as of April 30,
2000, as amended, by and among Excalibur Technologies Corporation,
Intel Corporation, Convera Corporation and Excalibur Transitory, Inc.
(Incorporated by reference from Exhibits 2.1 and 2.2 to Convera's
Registration Statement on Form S-4 (File No. 333-50172))
2.2 Amendment No. 2, dated as of December 21, 2000, to Agreement and Plan
of Contribution and Merger, dated as of April 30, 2000, by and among
Excalibur Technologies Corporation, Intel Corporation, Convera
Corporation and Excalibur Transitory, Inc.
10.15 Contribution Agreement, dated as of September 13, 2000, between
Convera and NBA Media Ventures, LLC. (Incorporated by reference from
Exhibit 10.15 to Convera's Registration Statement on Form S-4 (File
No. 333-50172))
99.1 Press Release issued by Excalibur on December 21, 2000
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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/ Patrick C. Condo
Patrick C. Condo
President and Chief Operating Officer
Date: December 21, 2000