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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2000
REGISTRATION STATEMENT NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONVERA CORPORATION
(Exact name of registrant as specified in its charter)
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1921 GALLOWS ROAD, SUITE 200
VIENNA, VIRGINIA 22182
DELAWARE (703) 761-3700 54-1987541
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(State or other jurisdiction of (Address, including zip code, and (I.R.S. Employer Identification Number)
incorporation or organization) telephone number, including area code, of
registrant's principal executive offices)
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2000 STOCK OPTION PLAN
(Full title of the plan)
JAMES H. BUCHANAN
CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
CONVERA CORPORATION
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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Copy to:
ROBERT H. WERBEL, ESQ.
HELLER EHRMAN WHITE & MCAULIFFE LLP
711 FIFTH AVENUE
NEW YORK, NEW YORK 10022
(212) 832-8300
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER SHARE (2) AGGREGATE OFFERING PRICE
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Common Stock, par value
$.01 per share............... 11,250,000 $16.8125 $189,140,625
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TITLE OF EACH CLASS OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
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Common Stock, par value
$.01 per share............... $47,285
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(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement
also covers an indeterminate number of additional shares as may be issued as a
result of adjustments by reason of any stock split, stock dividend or similar
transaction.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee. The average of the high and low
prices reported on The Nasdaq National Market System was $16.8125 on December
21, 2000.
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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 Convera Corporation 2000 Stock Option
Plan to which this Registration Statement relates, as specified by Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
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 by Convera Corporation (the "Company") 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 Amendment
No. 1 to the Company's Registration Statement on Form S-4, Registration
No. 333-50172 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 (the "Exchange Act") 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
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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.
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 The Convera Corporation 2000 Stock Option Plan is incorporated herein by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-4, Registration No.
333-50172, Exhibit 10.11, as filed with the Commission on November 21, 2000.
5.1 Opinion of Heller Ehrman White & McAuliffe LLP, counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3 Consent of Ernst & Young LLP, Independent Public Accountants.
23.4 Consent of Ernst & Young LLP, Independent Public Accountants.
23.5 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (included as part of signature page of this Registration Statement).
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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 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
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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 Form S-8 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 27th day of
December, 2000.
CONVERA CORPORATION
By /s/ Ronald J. Whittier
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Name: Ronald J. Whittier
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Ronald J. Whittier his/her true and lawful
attorney-in-fact, acting alone, with full powers of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities to sign any or all amendments, including any post-effective
amendments, to this registration statement, and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitutes, each acting alone,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
on Form S-8 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/ Ronald J. Whittier Chairman and Chief Executive Officer December 27, 2000
-------------------------------------------- (Principal Executive Officer)
Ronald J. Whittier
/s/ Patrick C. Condo President, Chief Operating Officer and December 27, 2000
-------------------------------------------- Director
Patrick C. Condo
/s/ James H. Buchanan Chief Financial Officer December 27, 2000
-------------------------------------------- (Principal Financial and Accounting
James H. Buchanan Officer)
/s/ Herbert A. Allen Director December 27, 2000
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Herbert A. Allen
/s/ Andy D. Bryant Director December 27, 2000
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Andy D. Bryant
Director December 27, 2000
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Gerhard H. Parker
Director December 27, 2000
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David J. Stern
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 The Convera Corporation 2000 Stock Option Plan is incorporated herein by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-4, Registration No.
333-50172, Exhibit 10.11, as filed with the Commission on November 21, 2000.
5.1 Opinion of Heller Ehrman White & McAuliffe LLP, counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3 Consent of Ernst & Young LLP, Independent Public Accountants.
23.4 Consent of Ernst & Young LLP, Independent Public Accountants.
23.5 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (included as part of signature page of this Registration Statement).
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