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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2000
REGISTRATION NO. 333-50172
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
UNDER THE SECURITIES ACT OF 1933*
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CONVERA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 7372 54-1987541
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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1921 GALLOWS ROAD, SUITE 200, VIENNA, VIRGINIA 22182, (703) 761-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
EXCALIBUR TECHNOLOGIES CORPORATION 1989 INCENTIVE PLAN
EXCALIBUR TECHNOLOGIES CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
EXCALIBUR TECHNOLOGIES CORPORATION 1995 INCENTIVE PLAN
EXCALIBUR TECHNOLOGIES CORPORATION CONQUEST SOFTWARE, INC. STOCK OPTION PLAN
EXCALIBUR TECHNOLOGIES CORPORATION 1999 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
JAMES H. BUCHANAN
CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
1921 GALLOWS ROAD, SUITE 200
VIENNA, VIRGINIA 22182
(703) 761-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT H. WERBEL
HELLER EHRMAN WHITE & MCAULIFFE LLP
711 FIFTH AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 832-8300
* See Explanatory Note following this cover page.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on
Form S-4 relates to shares of the Registrant's common stock originally
registered on the Registration Statement on Form S-4 (No. 333-50172), to which
this is an amendment, that are issuable in respect to the plans referred to on
the cover page being assumed by the Registrant upon the consummation of the
business combination transaction described in the Form S-4. The registration
fees in respect of such shares of common stock were paid at the time of the
original filing of the Registration Statement on Form S-4 relating thereto. In
addition, the Registration Statement also relates to an indeterminate number
of shares of common stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The document(s) containing the information specified in this Part I
will be sent or given to participants in the plans to which this Registration
Statement relates, as specified by Rule 428(b) promulgated under the
Securities Act of 1933, as amended, and are not filed as part of this
Registration Statement.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement
by reference:
1. The Prospectus dated November 22, 2000, filed as part of the
Registration Statement on Form S-4, Registration No. 333-50172 of
Convera corporation (the "Company" or the "Registrant") as filed with
the Commission on November 21, 2000.
2. The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 on November 21, 2000.
3. The Company's Form 8-K dated December 21, 2000, filed with the
Commission on December 22, 2000.
4. The Annual Report of Excalibur Technologies Corporation on Form
10-K, as amended by the Annual Report of Excalibur Technologies
Corporation on Form 10K/A, for the fiscal year ended January 31,
2000, Commission File No. 0-9747.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered 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 a part hereof from the date of filing of 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
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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.
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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Excalibur Technologies Corporation 1989 Incentive Plan (1)
4.2 Excalibur Technologies Corporation 1996 Employee Stock Purchase Plan
(2)
4.3 Excalibur Technologies Corporation 1995 Incentive Plan (3)
4.4 Excalibur Technologies Corporation Conquest Software, Inc. Stock
Option Plan (4)
4.5 Excalibur Technologies Corporation 1999 Incentive Stock Option Plan
(5)
5.1 Opinion of Heller Ehrman White & McAuliffe LLP, counsel to the
Registrant (Previously filed).
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(1) Incorporated herein by reference to Excalibur's Form 10-K for the year
ended January 31, 1991, filed April 22, 1991.
(2) Incorporated herein by reference to Excalibur's Proxy Statement for the
1996 Annual Meeting of Shareholders, dated May 28, 1996.
(3) Incorporated herein by reference to Excalibur's Proxy Statement for the
1995 Annual Meeting of Shareholders, dated October 16, 1995.
(4) Incorporated herein by reference to Excalibur's Form 10-K for the year
ended January 31, 1996, filed April 30, 1996.
(5) Incorporated herein by reference to Excalibur's Proxy Statement for the
1999 Annual Meeting of Shareholders, dated July 9, 1999.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(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
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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 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and 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 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 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 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 the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
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 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.
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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 this Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement No. 333-50172 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Vienna, Commonwealth of Virginia, on the 21st day
of December, 2000.
CONVERA CORPORATION
By /s/ Patrick C. Condo
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Name: Patrick C. Condo
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement on Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 333-50172 has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
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/s/ Patrick C. Condo President and Director (Principal Executive December 21, 2000
------------------------------------ Officer)
Patrick C. Condo
/s/ James H. Buchanan Chief Financial Officer December 21, 2000
------------------------------------ (Principal Financial and Accounting Officer
James H. Buchanan
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Excalibur Technologies Corporation 1989 Incentive Plan (1)
4.2 Excalibur Technologies Corporation 1996 Employee Stock Purchase Plan
(2)
4.3 Excalibur Technologies Corporation 1995 Incentive Plan (3)
4.4 Excalibur Technologies Corporation Conquest Software, Inc. Stock
Option Plan (4)
4.5 Excalibur Technologies Corporation 1999 Incentive Stock Option Plan
(5)
5.1 Opinion of Heller Ehrman White & McAuliffe LLP, counsel to the
Registrant (Previously filed).
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(1) Incorporated herein by reference to Excalibur's Form 10-K for the year
ended January 31, 1991, filed April 22, 1991.
(2) Incorporated herein by reference to Excalibur's Proxy Statement for the
1996 Annual Meeting of Shareholders, dated May 28, 1996.
(3) Incorporated herein by reference to Excalibur's Proxy Statement for the
1995 Annual Meeting of Shareholders, dated October 16, 1995.
(4) Incorporated herein by reference to Excalibur's Form 10-K for the year
ended January 31, 1996, filed April 30, 1996.
(5) Incorporated herein by reference to Excalibur's Proxy Statement for the
1999 Annual Meeting of Shareholders, dated July 9, 1999.
