SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Convera Corporation
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
211919 10 5
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(CUSIP Number)
Joseph M. Leccese, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036-8299
(212) 969-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 21, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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SCHEDULE 13D
CUSIP No. 211919105
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Names of Reporting Persons
1 NBA Media Ventures, LLC
22-3130290
I.R.S. Identification Nos. of Above Persons (entities only)
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3 SEC Use Only
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Source of Funds (See Instructions)
4
00
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Check if Disclosure of Legal Proceedings Required Pursuant to
Items 2(d) or 2(e) [_]
5
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Citizenship or Place of Organization
6
United States of America
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NUMBER OF Sole Voting Power
7
SHARES 4,746,221
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BENEFICIALLY Shared Voting Power
8
OWNED BY None
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EACH Sole Dispositive Power
9
REPORTING 4,746,221
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PERSON Shared Dispositive Power
10
WITH None
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,746,221
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13 Percent of Class Represented by Amount in Row (11)
13.5%
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14 Type of Reporting Person (See Instructions)
OO
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<PAGE>
Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934, as amended
Item 1. Security and Issuer
The title of the class of equity securities to which this Statement on
Schedule 13D (the "Statement") relates is:
Class A Common Stock, par value $0.01 per share (the "Common Stock"),
of Convera Corporation, a Delaware corporation (the "Issuer" or
"Convera").
The name and address of the principal executive offices of the Issuer are:
Convera Corporation
1921 Gallows Road, Suite 200
Vienna, Virginia 21181
Item 2. Identity and Background
(a) This Statement is being filed by NBA Media Ventures, LLC, a Delaware
limited liability company ("NBAMV" or the "Reporting Person").
(b) NBAMV's principal executive offices are at:
450 Harmon Meadow Boulevard
Secaucus, NJ 07094
(c) NBAMV's principal business purpose is to enter into agreements for the
distribution of the games played by the National Basketball
Association through various media.
(d) During the last five years neither NBAMV nor the manager of NBAMV (the
"Manager") nor any officer of NBAMV has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither NBAMV nor, to the knowledge of
NBAMV, the Manager nor any officer of NBAMV, has been party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person would have been subject
to any judgment, decree or final order enjoining the future violations
of or prohibiting or mandating activities subject to Federal or State
securities laws or finding any violations with respect to such law.
(f) Attached hereto as Appendix A is information required by this Item 2
with respect to the Manager and officers of the Reporting Person. All
such individuals are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
NBAMV acquired the securities on December 21, 2000 at a closing under the
Contribution Agreement dated as of September 13, 2000 by and between NBAMV
and Convera. Pursuant to the terms of the Contribution Agreement, NBAMV
contributed certain assets (as more fully described below) in exchange
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for approximately 4.7 million shares of Common Stock, which represent
approximately 13.5% of the outstanding shares of Common Stock of Convera. The
assets contributed by NBAMV include the non-exclusive right to use certain NBA
trademarks, know-how, designs and inventions relating to the creation and
development of realtime and non-realtime products over the internet, a
confidential business plan and business process for Convera, a database of
individual consumer profiles of approximately 3.5 million names, a database of
individual consumer profiles about actual or potential users of Convera
products, 11 different domain names relating to the products Convera generally
will be offering, the statistical software program known as "Game Stats," the
trademark registration for GameStats, the right to use (at the direction of
Convera) up to 25% of the time of those members of the NBAMV's workforce in
place consisting of technical, broadcast operations, engineering, production
logging and marketing personnel, and a sublease to use NBAMV's production
facilities in Secaucus, NJ.
Item 4. Purpose of Transaction
The Reporting Person has acquired the shares of Common Stock for the
purpose of making an investment in Convera.
The Reporting Person may, from time to time, purchase additional securities
of Convera. The Reporting Person does not at this time have any plans or
proposals which relate to or would result in any of the matters described
in Paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) NBAMV beneficially owns 4,746,221 shares of Class A Common Stock, which in
the aggregate represent approximately 13.5% of the outstanding shares of
Common Stock of Convera.
(b) NBAMV has sole power to vote and direct 4,746,221 Shares of Class A Common
Stock.
(c)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
NBAMV and Intel Corporation have entered into a voting agreement,
attached hereto as Exhibit A, whereby Intel Corporation has agreed, so
long as NBAMV owns one-half of the shares of Common Stock issued to
NBAMV on the date of effectiveness of the Contribution Agreement, to vote
its shares of Common Stock in favor of the election of David Stern (or
his successor as commissioner of the National Basketball Association)
as a member of the board of directors of Convera.
There are no other contracts, arrangements, understandings or relationships
between NBAMV and any third person with respect to any securities of
Convera.
Item 7. Materials to Be Filed as Exhibits
Exhibit A Letter Agreement dated as of September 13, 2000 by and between
Intel Corporation and NBA Media Ventures, LLC.
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Signature
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
By: NBA Media Ventures, LLC
December 21, 2000 /s/ Edwin S. Desser
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Date Signature
Edwin S. Desser/Executive Vice President
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Name/Title
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APPENDIX A
MANAGER AND OFFICERS
The following is a list of the Manager and all officers of NBA Media Ventures,
LLC. All such persons are United States citizens. Each officer's business
address is Olympic Tower, 645 Fifth Avenue, New York, NY 10022, except for
Richard Coiro, Robert Criqui and Greg Winik. The business address of such
individuals is 450 Harmon Boulevard, Secaucus, NJ 07094.
Officers: Name Title
David Stern Chairman
Russ Granik Vice Chairman
Adam Silver Executive Vice President
Edwin S. Desser Executive Vice President
Gregg Winik Vice President
Heidi Ueberroth Vice President
Robert Criqui Treasurer
Richard Coiro Assistant Treasurer
Joel Litvin Secretary
William Koenig Assistant Secretary
Director: Robert Criqui Manager
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EXHIBIT A
September 13, 2000
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 05052
Gentlemen:
This will confirm our understanding that so long as NBA Media Ventures,
LLC ("NBAMV") and its affiliates collectively own at least one-half of the
shares issued to NBAMV at the closing under the Contribution Agreement dated
today between NBAMV and Convera Corporation ("Convera") you shall vote, and
shall cause all of your affiliates to vote, all of your respective shares of
Convera voting common stock in favor of the election of David J. Stern (or his
successor as commissioner of the NBA) as a member of the Board of Directors of
Convera.
Please confirm your agreement with the foregoing by signing a copy of
this letter below and returning it to the undersigned.
Very truly yours,
NBA MEDIA VENTURES, LLC
By: /s/ David J. Stern
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Name: David J. Stern
Title: Chairman
ACCEPTED AND AGREED
INTEL CORPORATION
By: /s/ Gerhard H. Parker
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Name: Gerhard H. Parker
Title: Executive Vice President
