FILING PURSUANT TO RULE 425
FILER: EXCALIBUR TECHNOLOGIES CORPORATION
SUBJECT COMPANY: EXCALIBUR
TECHNOLOGIES CORPORATION
NO. 0-9747
The following is a script first used on May 1, 2000 during a conference call
concerning the transaction with Intel Corporation described in the press release
issued by Excalibur Technologies Corporation and Intel Corporation:
EXCALIBUR-INTEL Conference Call Script, FINAL REV MAY 1, 2000
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DAN AGAN/MODERATOR: GOOD MORNING AND GOOD AFTERNOON. MY NAME IS DAN AGAN, I'M
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VICE PRESIDENT OF CORPORATE MARKETING FOR EXCALIBUR TECHNOLOGIES. THIS IS A CALL
TO DISCUSS THE ANNOUNCEMENT TODAY THAT INTEL AND EXCALIBUR TECHNOLOGIES HAVE
AGREED TO FORM A NEW INTERACTIVE MEDIA SERVICES COMPANY. WITH US TODAY ARE RON
WHITTIER, CURRENTLY INTEL SENIOR VICE PRESIDENT AND GENERAL MANAGER OF INTEL'S
INTERACTIVE MEDIA SERVICES DIVISION WHO, UPON CLOSING, WILL BECOME CHAIRMAN AND
CEO OF THE NEW COMPANY, AND PAT CONDO, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
EXCALIBUR TECHNOLOGIES WHO, UPON CLOSING, WILL BECOME PRESIDENT AND CHIEF
OPERATING OFFICER OF THE OF THE NEW COMPANY.
THE FLOW OF TODAY'S CALL WILL BE AS FOLLOWS. WE WILL OPEN WITH BRIEF REMARKS
FROM MR. WHITTIER AND MR. CONDO FOLLOWED BY A BRIEF 20-MINUTE Q&A. A REMINDER
THAT A PRESS RELEASE ON THIS ANNOUNCEMENT IS AVAILABLE NOW AT www.intel.com AND
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AT www.excalib.com
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THIS CALL WILL BE RECORDED AND WILL BE AVAILABLE UNTIL FRIDAY MAY 5/TH/. FOR
REPLAY, YOU MAY CALL 719-457-0820. THE PASSCODE IS 6-8-8-8-2-3. THAT'S 719-457-
0820, PASSCODE 6-8-8-8-2-3.
First, please be patient as I read our safe harbor language:
Today's press release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future events.
These statements AND all other statements that may be made on this call that are
not historical facts, are subject to factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. The reader is cautioned not to put undue reliance on these forward-
looking statements, which are not a guarantee of future performance and are
subject to a number of uncertainties and other factors, many of which are
outside the control of Intel and Excaliber. The forward-looking statements in
this release address a variety of subjects including, for example, the expected
date of closing and the potential benefits of the new company. The following
factors, among others, could cause actual results to differ materially from
those described in these forward-looking statements: the risk that Excaliber's
business will not be successfully integrated with Intel's business; costs
associated with the acquisition; the successful completion of the acquisition;
matters arising in connection with the parties' efforts to comply with
applicable regulatory requirements relating to the transaction; and increased
competition and
technological changes in the industries in which Excaliber and Intel compete.
For a detailed discussion of these and other cautionary statements, please refer
to Intel's and Excaliber's filings with the Securities and Exchange Commission.
WITH THAT I'LL TURN TO MR. WHITTIER.
RON WHITTIER: THANK YOU DAN. GOOD MORNING AND WELCOME. AGAIN MY NAME IS RON
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WHITTIER. I AM CURRENTLY SENIOR VICE PRESIDENT AND GENERAL MANAGER OF INTEL'S
INTERACTIVE MEDIA SERVICES DIVISION AND WILL TRANSITION TO MY NEW ROLE AS
CHAIRMAN AND CEO OF THE NEW COMPANY UPON CLOSING. LET ME START BY SAYING WE'RE
VERY EXCITED TO ANNOUNCE THAT INTEL AND EXCALIBUR ARE COMBINING KEY INTERNET
TECHNOLOGIES AND RESOURCES TO CREATE WHAT WE BELIEVE WLL BE THE PREMIER
INTERACTIVE MEDIA SERVICES COMPANY....OUR VISION IS TO BUILD A ONE STOP SOLUTION
THAT WILL ENABLE OWNERS OF HIGH-VALUE BRANDED CONTENT SUCH AS THE SPORTS AND THE
ENTERTAINMENT INDUSTRIES TO DISTRIBUTE THEIR CONTENT OVER THE INTERNET IN A
SECURE AND PROFITABLE MANNER. TO DATE, YOU'RE NOT SEEING SOME OF THIS CONTENT ON
THE INTERNET LARGELY BECAUSE OF CONCERNS OVER QUALITY, SCALABILITY, SECURITY,
AND RESOURCE MANAGEMENT. BY COMBINING KEY INTEL PEOPLE AND TECHNOLOGIES WITH KEY
EXCALIBUR PEOPLE AND TECHNOLOGIES TO CREATE THIS NEW COMPANY, WE CAN REMOVE
THESE BARRIERS FOR CONTENT OWNERS AND OFFER ENTIRELY NEW OPPORTUNITIES FOR THEM
TO GENERATE REVENUE FROM NEW SERVICES SUCH AS ON LINE SUBSCRIPTIONS. OUR GOAL IS
TO BECOME THE LEADING SUPPLIER OF INTERACTIVE MEDIA SERVICES TO THE INTERNET
ECONOMY.
I WANT TO TALK FOR A MINUTE ABOUT THE TECHNOLOGIES THAT WE'RE BRINGING
TOGETHER, THEN TURN IT OVER TO PAT.
EXCALIBUR TECHNOLOGIES IS THE WORLD'S LEADING DEVELOPER OF ADVANCED, SEARCH-
POWERED, MULTIMEDIA SOLUTIONS FOR INTELLIGENTLY ACCESSING AND UTILIZING CONTENT
OVER INTERCONNECTED NETWORKS. THEIR MEDIA SERVICES GROUP PROVIDES LEADING VIDEO
CONTENT MANAGEMENT ENABLING TECHNOLOGIES FOR THE INTERNET AND CORPORATE
INTRANETS, AND THEIR APPLICATIONS GROUP POWERS SOME OF THE WORLD'S LEADING
ECOMMERCE, WEB AND CORPORATE PORTAL SITES WITH ADVANCED TEXT RETRIEVAL.
INTEL IS THE WORLD'S LEADING CHIPMAKER BUT WHAT MANY OF YOU MAY NOT KNOW IS THAT
INTEL ALSO HAS DEVELOPED A PATENTED TAMPER RESISTENT SECURITY SYSTEM AND WE ARE
AN INDUSTRY LEADER IN DATA AND VIDEO INTEGRATION. SO BY BRINGING TOGETHER KEY
INTERNET TECHNOLOGIES WE WILL BE ABLE TO PROVIDE A NEW ONE-STOP INTERACTIVE
MEDIA SERVICES COMPANY WITH THE ABILITY TO PUT VALUABLE ASSETTS INTO ARCHIVES
AND SUBSEQUENTLY DELIVER THEM SECURELY OVER THE INTERNET.
IN SUMMARY, THIS DEAL PRESENTS BRANDED CONTENT OWNERS WITH A UNIQUE OPPORTUNITY
TO TAKE ADVANTAGE OF THE GROWING NUMBER OF
BROADBAND CONNECTED HOMES INTERESTED IN ACCESSING COMPELLING CONTENT.
NOW LET ME HAND IT OVER TO PAT.
PAT CONDO: THANKS RON. WE TOO ARE VERY EXCITED ABOUT THIS NEW COMPANY. IT WILL
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BUILD ON THE BEST OF OUR INDIVIDUAL STRENGTHS TO EMERGE EVEN GREATER IN
COMBINATION - A COMPANY WITHTHE RESOURCES, THE CAPABILITIES AND THE VISION TO
FIRMLY ESTABLISH ITSELF AS A LEADER IN WEB-BASED INTERACTIVE MEDIA SERVICES.
INDEED, THIS AGREEMENT WITH INTEL REPRESENTS MORE THAN A LOGICAL NEXT STEP FOR
EXCALIBUR. RATHER, IT PROPELS US TO THE FOREFRONT OF MULTIMEDIA MANAGEMENT ON
THE INTERNET. IT COMBINES EXCALIBUR 'S RECOGNIZED STRENGTHS IN MULTIMEDIA
CONTENT MANAGEMENT WITH INTEL'S RECOGNIZED CAPABILITIES FOR PROTECTING HIGH-
VALUE CONTENT. IT GIVES US A DEEP POOL OF TALENT TO DRAW ON BY JOINING GIFTED
EXCALIBUR PERSONNEL WITH INTEL'S RECOGNIZED EXPERTS IN INTERACTIVE MEDIA.
I WANT TO EXPAND A LITTLE ON THE OPPORTUNITY RON DESCRIBED. MANY CONTENT OWNERS
TODAY WANT TO EXTRACT NEW VALUE FROM THEIR VIDEO ASSETS BY USING A BROADBAND
INTERNET, BUT THEY'RE DISSUADED BECAUSE AT PRESENT THIS SIMPLY CAN'T BE DONE
SIMPLY AND PROFITABLY.
LET ME GIVE YOU AN EXAMPLE: A SPORTS LEAGUE WANTS TO SELL END USERS THE RIGHTS
TO VIEW A FULL SEASON OF GAMES OVER THE INTERNET NOT ONLY IN REAL TIME, BUT ALSO
TIME-SHIFTED - SO SUBSCRIBERS CAN WATCH WHOLE GAMES OR SEARCH AND FIND JUST THE
PARTS THEY WANT TO WATCH, WHEN THEY WANT TO WATCH THEM. THE LEAGUE WANTS TO
ENSURE THAT ONLY SUBSCRIBERS HAVE ACCESS TO THESE GAMES, THAT SUBSCRIBERS'
VIEWING EXPERIENCES EXCEED ANYTHING THEY MIGHT GET ELSEWHERE, AND THAT THE
DISTRIBUTION OF THESE GAMES COMES OFF WITHOUT A HITCH.
WELL, THE ONLY WAY TO DO THAT RIGHT NOW IS TO BUY THE CAPABILITIES OF MANY
DIFFERENT COMPANIES AND THEN PAY AN INTEGRATOR TO COBBLE THEM TOGETHER INTO A
WORKABLE SYSTEM. THROUGH THIS NEW COMPANY, THE LEAGUE CAN COME TO US AS A
SINGLE SOURCE WITH ALL OF THE TECHNOLOGIES AND CAPABILITIES NEEDED TO MEET AND
EXCEED THEIR REQUIREMENTS.
LET ME CONCLUDE BY SAYING NO COMPANY TODAY HAS THE PEOPLE, THE TECHNOLOGY, THE
RESOURCES, THE CUSTOMERS, THE ASSOCIATIONS AND THE VISION THAT THIS NEW COMPANY
WILL HAVE THROUGH THE COMBINATION OF EXCALIBUR AND INTEL. THIS IS WHY I
BELIEVE WE'LL SUCCEED. AND THIS IS WHY WE'LL WIN A LEADING POSITION IN
INTERACTIVE MEDIA SERVICES.
AGAN/MODERATOR: THANKS PAT. AT THIS TIME, WE'LL MOVE TO QUESTIONS AND ANSWERS.
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WE HAVE ABOUT 20 MINUTES. PLEASE ASK ONLY ONE QUESTION AT A TIME UNTIL OTHERS
HAVE HAD A CHANCE TO ASK THEIRS THANK YOU.
OPERATOR: OUR FIRST QUESTION IS FROM...
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Intel and Excalibur plan to file a proxy statement/prospectus and other
relevant documents concerning the merger with the Securities and Exchange
Commission (the "Commission"). WE URGE INVESTORS AND STOCKHOLDERS TO READ THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders will be able to obtain free copies of these documents at the
Commission's website at www.sec.gov.
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INVESTORS AND STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Intel, Excalibur and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from Excalibur stockholders with
respect to the transactions contemplated by the merger agreement. Information
concerning the participants in the solicitation will be set forth in the proxy
statement/prospectus when it is filed with the Commission.
This release contains forward-looking statements, which are based upon current
expectations or beliefs, as well as a number of 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 growth in the computing industry, continued success in technological
advances, costs related to the proposed merger, the inability to obtain
governmental approval of the proposed merger, substantial delay in the expected
closing of the merger and the risk that the business of the Interactive Media
Services division of Intel and Excalibur's businesses will not be integrated
successfully, any of which may cause actual results to differ materially from
those described in the statements. In addition to the factors discussed above,
other factors that could cause actual results to differ materially are discussed
in Intel's and Excalibur's most recent Form 10-Q and Form 10-K filings with the
Commission.