EXCALIBUR TECHNOLOGIES CORP
S-3, 1995-12-22
PREPACKAGED SOFTWARE
Previous: FORUM FUNDS INC, 485BPOS, 1995-12-22
Next: ANDREW CORP, 10-K405, 1995-12-22




             As filed with the Securities and Exchange Commission
                             on December 22, 1995

                                                  Registration No.

- ------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-3

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933



                      EXCALIBUR TECHNOLOGIES CORPORATION
              [Exact name of issuer as specified in its charter]

               DELAWARE                               85-0278207
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)


                       2000 CORPORATE RIDGE, STE. 1095
                               MCLEAN, VA 22102
                                 703-790-2110
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               PATRICK C. CONDO
                               ----------------
                           CHIEF EXECUTIVE OFFICER
                       2000 CORPORATE RIDGE, STE. 1095
                               MCLEAN, VA 22102
                                 703-790-2110
   (Name, address, including zip code, and telephone number, including area
                         code, of agent for service)



<PAGE>


                                  Copies to:

                             JAY H. DIAMOND, ESQ.
                          HOLTZMANN, WISE & SHEPARD
                                  45TH FLOOR
                         1271 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10020
                                (212) 554-8000


         Approximate date of commencement of proposed sale to public:
              From time to time after the effective date of this
                            Registration Statement

      If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box. [x]

                       CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------

  Title of each   Amount to      Proposed     Proposed maximum     Amount of
      class           be         maximum          aggregate      registration
of securities to  registered  offering price   offering price       fee (1)
  be registered                per unit (1)          (1)
- ----------------  ----------  --------------   --------------       -------

  Common stock,     50,095        $34.25         $1,715,754         $536.17
 $.01 par value     shares

- ------------------------------------------------------------------------------
      (1) Pursuant to Rule 457(c), the offering price and amount of registration
fee have been  calculated  based  upon the last sale  price of the  registrant's
Common Stock as reported by NASDAQ on December 20, 1995.

                                  ------------

      The registrant hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



<PAGE>


                      EXCALIBUR TECHNOLOGIES CORPORATION

                Cross-Reference Sheet Pursuant to Rule 404(a)
                      and Item 501(b) of Regulation S-K

       FORM S-3 ITEM NUMBER AND CAPTION       CAPTION IN PROSPECTUS
       --------------------------------       ---------------------
1.     Forepart of the Registration          Cover Page
       Statement and Outside Front
       Cover Page of Prospectus

2      Inside Front and Outside Back         Inside Front and Outside Back
       Cover Pages of Prospectus             Cover Pages of Prospectus;
                                             Available Information

3.     Summary Information, Risk             Prospectus Summary; The Company;
       Factors and Ratio of Earnings         Risk Factors
       to Fixed Charges

4.     Use of Proceeds                       Use of Proceeds

5.     Determination of Offering Price       Not Applicable

6.     Dilution                              Dilution

7.     Selling Security Holders              Selling Shareholders

8.     Plan of Distribution                  Cover Page; Plan of
                                             Distribution; Selling
                                             Shareholders

9.     Description of Securities to be       Cover Page; Description of
       Registered                            Capital Stock

10.    Interests of Named Experts and        Legal Matters
       Counsel

11.    Material Changes                      Not Applicable

12.    Incorporation of Certain              Incorporation of Certain
       Information by Reference              Information by Reference

13.    Disclosure of Commission              Not Applicable
       Position on Indemnification




<PAGE>

                 SUBJECT TO COMPLETION, DATED DECEMBER __, 1995

                                  PROSPECTUS

                      EXCALIBUR TECHNOLOGIES CORPORATION

                        50,095 SHARES OF COMMON STOCK


      This Prospectus  relates to 50,095 shares of Common Stock,  par value $.01
per share (the  "Shares"),  of Excalibur  Technologies  Corporation,  a Delaware
corporation (the "Company"),  which may be sold from time to time by the persons
and entities listed as Selling Shareholders herein (the "Selling Shareholders").
The Company  will not receive  any  proceeds  from the sale of the Shares by the
Selling Shareholders. See "Plan of Distribution."

      The  Company  will pay all the  expenses,  estimated  to be  approximately
$25,000, in connection with this offering,  other than underwriting  commissions
and discounts and counsel fees and expenses of the Selling Shareholders.


                ------------------------------------------------

          AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A
                   HIGH DEGREE OF RISK. SEE "RISK FACTORS."

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
           PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
          ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                ------------------------------------------------


      The Company's  Common Stock is traded in the  over-the-counter  market and
included in the NASDAQ  National  Market System under the symbol EXCA.  The last
reported sale price of the Common Stock reported in the NASDAQ  National  Market
System on December 20, 1995 was $34.25 per share.


              The date of this Prospectus is December __, 1995.



<PAGE>
                                     - 2 -


                                TABLE OF CONTENTS


                                                                Page
Available Information.......................................    3
Incorporation of Certain Information by Reference...........    3
The Company.................................................    5
Risk Factors................................................    6
Plan of Distribution........................................    9
Use of Proceeds.............................................    10
Dilution....................................................    10
Selling Shareholders........................................    11
Description of Capital Stock................................    14
Experts.....................................................    16
Legal Matters...............................................    16


                ------------------------------------------------




NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATION  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE  OFFERING  DESCRIBED  HEREIN  AND,  IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFERING IN ANY  JURISDICTION  TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE  UNLAWFUL  OR AN  OFFERING OF ANY  SECURITIES
OTHER THAN THE REGISTERED  SECURITIES TO WHICH IT RELATES.  NEITHER THE DELIVERY
OF THIS  PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME SHALL IMPLY
THAT THE INFORMATION PROVIDED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.


<PAGE>
                                     - 3 -


                            AVAILABLE INFORMATION


      This  Prospectus  does not contain all of the information set forth in the
Registration  Statement  of which this  Prospectus  is a part and which is filed
with the Securities and Exchange Commission (the  "Commission").  The Company is
subject to the informational requirements of the Securities Exchange Act of 1934
(the  "Exchange  Act")  and,  in  accordance  therewith,  files  reports,  proxy
statements and other  information with the Commission.  For further  information
with respect to the Company,  reference is made to such  Registration  Statement
and the  exhibits  thereto,  and to such  reports,  proxy  statements  and other
information  filed with the Commission.  Such Registration  Statement,  reports,
proxy statements and other information can be inspected and copied at the public
reference  facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices
located at Room 1400,  75 Park Place,  New York,  New York 10007 and Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.


              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The following documents filed by the Company with the Commission (File
No. 0-9747) are incorporated by reference:

      1.    The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1995.

      2. The  Company's  Quarterly  Reports  on Form  10-Q for the  three  month
periods ended April 30, July 31 and October 31, 1995.

      3. The Company's Report on Form 10-Q/A filed November 9, 1995 amending its
Quarterly Report on Form 10-Q for the three months ended July 31, 1995.

      4. The  Company's  Current  Reports  on Form 8-K filed  June 7, July 7 and
August 4, 1995.

      5.    The Company's Amendment No. 1 to Form 8-K filed September 12,
1995 and Amendment No. 2 to Form 8-K filed November 9, 1995, both amending
its Current Report on Form 8-K filed August 4, 1995.

      6.    The Company's Current Report on Form 8-K filed November 20, 1995.

<PAGE>
                                     - 4 -

      All documents filed pursuant to Sections 13(a),  13(c), 14 or 15(d) of the
Exchange  Act  subsequent  to the  date  of this  Prospectus  and  prior  to the
termination of the offering of the Shares shall be deemed to be  incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

      Copies of any and all documents that have been  incorporated  by reference
herein,  other than  exhibits to such  documents,  may be obtained  upon request
without charge from the Company's Corporate  Secretary,  Excalibur  Technologies
Corporation,   2000  Corporate  Ridge,  Suite  1095,  McLean,  Virginia,  22102,
telephone  number (703) 790-2110.  Please specify the  information  desired when
making such request.


<PAGE>
                                     - 5 -

                                 THE COMPANY

      The Company is a leader in the  development  and sale of document  imaging
and  multimedia  information  retrieval  software,  based  on  adaptive  pattern
recognition ("APRP(TM)) technology.  This technology,  which identifies patterns
in  the  binary  representations  of  data,  permits  information  storage  with
automatic  indexing and  content-based  retrieval,  or "fuzzy  searching,"  with
accuracy and speed. Using this technology, the Company has developed a family of
software  retrieval  products,  including  libraries,  servers and applications,
which index, search and retrieve multimedia data -- text, image, signal and full
motion  video.  The libraries and servers are suitable to be used by Value Added
Revelers (VARs"),  System Integrators ("SIs"),  Original Equipment  Manufactures
("OEMs") end-user customers, and systems and software companies to index, search
and retrieve multimedia data in software applications and systems. The Company's
principal application software product, an off-the-shelf, commercially available
document imaging and information  retrieval system, has been developed using the
Company's  text library,  and is sold primarily  through VARs and  relationships
with other software vendors.

      The Company markets and distributes its products  through VARs, SIs, OEMs,
direct sales, a distribution  agreement with Digital,  and a marketing agreement
with IBM.  As of  January  31,  1995,  more than 500  customers  were  using the
Company's document imaging and information retrieval products.

      The  Company  has  established  a  wholly-owned  subsidiary  in the United
Kingdom,  Excalibur  Technologies  International,  Ltd.  ("ETIL"),  which  began
operations  in July 1992.  Except as  otherwise  indicated,  the term  "Company"
refers to Excalibur Technologies Corporation and its subsidiaries.

      On July 20, 1995 Excalibur Technologies Corporation ("Excalibur") acquired
all of the outstanding shares of stock of ConQuest Software,  Inc. ("ConQuest"),
a private  company  located in  Columbia,  Maryland  engaged in the  business of
providing  natural  language text management  software tools.  Excalibur  issued
approximately 1,427,000 restricted shares of Excalibur common stock, and options
to acquire  approximately 576,000 restricted shares of Excalibur common stock to
the former ConQuest  shareholders  and  optionholders.  The transaction has been
accounted  for as a pooling of interests.  The results of  operations  discussed
herein for the Company  for the nine month  periods  ended  October 31, 1995 and
1994 and the  fiscal  years  ended  January  31,  1995,  1994 and 1993  include,
respectively, the ConQuest results of operation for the nine month periods ended
October 31, 1995 and 1994 and the years ended December 31, 1994, 1993 and 1992.

      Excalibur  was   incorporated  on  February  11,  1980  as  a  New  Mexico
corporation and reincorporated on September 26, 1989 as a Delaware  corporation.
The Company's  principal  executive offices are located at 2000 Corporate Ridge,
Suite 1095, McLean, Virginia, 22102, telephone number (703) 790-2110.


<PAGE>
                                     - 6 -

                                 RISK FACTORS

      A prospective  investor should  carefully  consider all of the information
contained in this Prospectus and, in particular, the following:

      MARKETING  ACCEPTANCE OF PRODUCTS AND  HISTORICAL  OPERATING  LOSSES.  The
Company  believes  that its future  profitability  will depend on its ability to
effectively  market existing and  newly-developed  software  products  through a
balanced multi-channel  distribution network. There can be no assurance that the
expenses incurred in connection with the development, introduction and promotion
of enhanced or new products will not exceed the Company's expectations,  or that
these products will generate revenues  sufficient to offset these expenses.  The
Company has  operated  at a loss for each of the past three  fiscal  years.  The
Company   reported  a  net  loss  of   approximately   $995,000  on  revenue  of
approximately $12,905,000 for the nine months ended October 31, 1995 as compared
to a net loss of approximately $7,067,000 on revenue of approximately $8,813,000
for the nine months ended October 31, 1994. In addition,  the Company reported a
net loss of approximately $9,388,000 on revenue of approximately $12,638,000 for
the fiscal year ended January 31, 1995, a net loss of  approximately  $8,319,000
on revenue of  approximately  $12,285,000  for the fiscal year ended January 31,
1994 and a net loss of  approximately  $8,249,000  on revenue  of  approximately
$8,506,000 for the fiscal year ended January 31, 1993.  These losses reflect the
Company's expenditures associated with building a marketing organization to sell
software  products  released  in 1993 and 1994 and further  developing  software
products  during  such  years.  The  Company  will  continue  to invest in these
programs and,  accordingly,  operating losses may continue for at least the next
12 months.

      RELATIONSHIP  WITH DIGITAL  EQUIPMENT  CORPORATION.  Since entering into a
distribution  agreement with Digital Equipment Corporation  ("Digital") in April
1990,  the Company has been highly  dependent on sales of its software  products
through Digital to its customers, although the percentage of the Company's total
revenues from Digital declined  dramatically in fiscal 1994. During fiscal 1995,
1994 and 1993, revenues from Digital  represented  approximately 3%, 8% and 30%,
respectively,  of the  Company's  total  revenues.  A  decision  by  Digital  to
discontinue or further limit its relationship with the Company could result in a
significant loss of revenue to the Company.

      RELATIONSHIP  WITH NIKKEI  INFORMATION  SYSTEMS CO., LTD. A portion of the
Company's  revenue is earned in  connection  with its research  and  development
arrangement with Nikkei  Information  Systems Co., Ltd.  ("NIS").  During fiscal
1995, 1994 and 1993 revenues  attributable to NIS represented  approximately 3%,
6% and 12%, respectively,  of the Company's total revenues.  Revenue from NIS is
expected to continue to decline as a percentage of the Company's total revenues.
A decision  by NIS to  discontinue  or limit its  relationship  with the Company
could result in a significant loss of revenue to the Company.
<PAGE>
                                     - 7 -

      RELATIONSHIP  WITH PRC,  INC. In  February  1993,  the  Company  signed an
agreement with PRC, Inc. ("PRC"), a systems integrator,  providing for a minimum
of $2 million in revenues  from PRC,  payable  periodically  over two and a half
years.  For the fiscal  years  ended  January  31,  1995 and 1994,  the  revenue
recognized  by  the  Company  under  this  contract   represented   3%  and  9%,
respectively,  of total revenues.  A decision by PRC to limit or discontinue its
relationship  with the Company could result in a significant  loss of revenue to
the Company.

      RELATIONSHIP  WITH IBM. In July and August 1993, the Company  entered into
Cooperative  Marketing Agreements with IBM under which IBM made guaranteed sales
commitments  to the Company for fiscal 1994 and fiscal 1995.  Revenues in fiscal
1995 and 1994 from sales generated by IBM represented 12% and 13%, respectively,
of total revenues.  A decision by IBM to limit or discontinue  its  relationship
with the Company could result in a significant loss of revenue to the Company.

      LACK OF PATENT PROTECTION. The Company has not applied for patents on most
of its  technology.  The Company  regards its software as proprietary and relies
primarily on a  combination  of  copyright,  trademark  and trade secret laws of
general  applicability,   employee   confidentiality  and  invention  assignment
agreements,  distribution  and OEM  software  protection  agreements  and  other
intellectual  property  protection  methods  to  safeguard  its  technology  and
software  products.  The  Company  also  relies  upon its  efforts to design and
produce new products,  and upon improvements to existing products, to maintain a
competitive  position in the marketplace.  The Company has no assurance that its
technology will remain proprietary.

      COMPETITION.  Competition in the computer and  communications  industry in
general,  and the computer  software  industry in  particular,  is intense.  The
Company's   competitors  include  many  companies  which  are  larger  and  more
established and have substantially more resources than the Company.

      DEPENDENCE  ON COMPUTER  MANUFACTURERS.  The Company's  computer  software
products are designed to work specifically with manufacturers' computer systems;
however,  the Company has no agreement with the manufacturers of those computers
by which it may ensure that the  computers  will not be  redesigned  in a manner
incompatible with the Company's products.

      DEPENDENCE  ON KEY  PERSONNEL.  The  Company's  business is  substantially
dependent upon the active participation and technical expertise of its executive
officers and key  personnel.  The  Company's  ability to maintain a  competitive
position in light of technological  developments  will depend, in large part, on
its ability to attract and retain highly qualified personnel, of which there can
be no assurance.  The Company has acquired $1 million life insurance policies on
the lives of each of Patrick Condo, its Chief Executive  Officer,  James W. Dowe
III, the Company's chief scientist, and the Company's chief engineer. In August,
1995 the Company reported that J.M. Kennedy, its Chief Executive Officer at that
time, was temporarily unable to fulfill his duties due to what has been reported
to the Company as a stroke.  During Mr. Kennedy's absence, Mr. Condo assumed his
responsibilities.  On November 15, 1995, Mr. Kennedy resigned as Chief Executive
Officer and Mr. Condo was elected to replace him.
<PAGE>
                                     - 8 -

      VOTING  CONTROL BY  PRINCIPAL  SHAREHOLDER.  Allen & Company  Incorporated
("Allen"),  certain  officers and  shareholders of Allen and certain persons who
might be  deemed  to be  related  persons  of Allen  together  beneficially  own
approximately  39.4% of the  outstanding  shares of Common Stock of the Company.
Accordingly,  Allen may be deemed to be an "affiliate" of the Company within the
meaning of the Securities  Act of 1933. As a result of such ownership  interest,
Allen and such other persons may be able to  effectively  control the outcome of
certain matters  requiring a shareholder  vote,  including offers to acquire the
Company and  election of  directors.  In addition,  Richard M. Crooks,  Jr., the
Chairman  of the  Board  of  Directors  of the  Company,  is a  director  of and
consultant to Allen.

      AUTHORIZATION   OF  PREFERRED   STOCK.   The  Company's   Certificate   of
Incorporation  authorizes the issuance of one million shares of Preferred  Stock
with such designations, rights and preferences as may be determined from time to
time by the Company's Board of Directors. Accordingly, the Board of Directors is
empowered, without shareholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting, or other rights that could adversely affect the
voting  power or other  rights of the  holders of the  Company's  Common  Stock.
Although the Company has no present intention of issuing any shares of Preferred
Stock,  it can give no  assurance  that it will  not  issue  Preferred  Stock in
future. See "Description of Capital Stock - Preferred Stock".

      CERTAIN  ANTI-TAKEOVER  PROVISIONS.  Certain  provisions  of the Company's
Certificate of Incorporation,  its Stock Option Plan and Delaware law could have
the effect,  either  alone or in  combination  with each  other,  of making more
difficult,  or discouraging an acquisition of the Company deemed  undesirable by
its Board of Directors.  Under the Company's  Certificate of Incorporation there
are approximately 5,460,000 unreserved shares of Common Stock and 950,000 shares
of Preferred Stock available for future issuance without shareholder approval as
of November 30, 1995.  The existence of authorized  but unissued  capital stock,
together  with the continued  voting  control of the Company by Allen could have
the foregoing  effect of discouraging  an acquisition of the Company.  Under the
Company's  Stock Option Plan, as amended (the "Plan"),  in the event of a change
in control, stock appreciation rights ("SAR's") and limited SARs outstanding for
at least six months and any stock  options which are not then  exercisable  will
become  fully  exercisable  and  vested.   The  Plan  may  have  the  effect  of
significantly  increasing  the  costs of  acquiring  the  Company  in a  hostile
takeover.  The  Company  is  subject  to  Section  203 of the  Delaware  General
Corporation  Law, which prohibits a Delaware  corporation,  such as the Company,
from  engaging  in a wide range of  specified  transactions  with any person who
becomes a 15% stockholder, under certain circumstances, within three years after
such person became an "interested shareholder."

      STOCK  OPTIONS  OUTSTANDING.  As of  November  30,  1995,  the Company had
outstanding stock options to purchase an aggregate of 2,620,566 shares of Common
Stock at exercise  prices ranging from $1.00 to $20.56 per share.  These options
are likely to be  exercised,  if at all,  at a time when the  Company  otherwise
could obtain a price for the sale of shares of Common Stock which is higher than
the option  exercise price per share.  Such exercise or the  possibility of such
exercise may impede the Company if it later seeks financing  through the sale of
additional securities.
                                     
      FUTURE  SALES OF COMMON  STOCK.  Of the  Company's  shares of Common Stock
currently  outstanding,  a  substantial  number of such  shares are  "restricted
securities"  as that term is defined  under Rule 144 under the  Securities  Act,
<PAGE>
                                      - 9 -

which, under certain  circumstances,  may be sold without  registration with the
Commission  under the Securities  Act. An aggregate of  approximately  1,146,676
shares of the Company's  Common Stock subject to  exercisable  stock options are
presently  being  offered for sale under the Company's  registered  stock option
plan.  The Company is unable to predict  the effect  that sales of Common  Stock
made  under  Rule 144 or  pursuant  to the stock  options  described  above,  or
otherwise, may have on the then prevailing market price of Common Stock.

      INCREASED ACCOUNTS RECEIVABLE. Historically, the Company has generated the
majority of its revenue in the last month of a quarter,  which  creates a higher
receivable  at the end of a reporting  period,  as measured by the average sales
per day in accounts  receivable.  Consequently,  the amount reported as accounts
receivable has always  declined as the following  quarter  unfolds.  The average
days sales  outstanding  at October 31,  1995,  January 31, 1995 and October 31,
1994 were 97 days,  97 days and 108 days,  respectively.  The average days sales
outstanding may be overstated due to annual  maintenance  contracts sold,  which
are booked to  accounts  receivable  and  deferred  revenue  and are  recognized
ratably over the twelve-month  period.  Maintenance  revenues represented 20% of
total  revenues at January 31, 1995 up from 11% of total revenues at January 31,
1994.  Maintenance  revenues represented 21% of total revenues in the nine month
periods ended October 31, 1995 and 1994. The Company's  normal payment terms are
net 30 days,  but the  average  collection  time is  about  60  days,  including
international receivables, which tend to have longer payment cycles. The Company
has not had any significant bad debt expense charges. However, in the event that
the Company  were unable to collect its  outstanding  accounts  receivable,  the
amount of bad debt expense could increase.

                             PLAN OF DISTRIBUTION

            This Prospectus  relates to the sale by the Selling  Shareholders of
50,095 fully paid and  non-assessable  shares of the Company's Common Stock, par
value  $.01 per share.  The Shares may be sold from time to time by the  Selling
Shareholders in the over-the-counter  market at then prevailing market prices or
in privately  negotiated  transactions.  Although the Company ultimately expects
that all 50,095  Shares may be sold,  the actual  number of Shares  that will be
sold cannot be determined.

      In offering the Shares, the Selling Shareholders and any selling broker or
dealer  may be deemed to be  statutory  "underwriters"  within  the  meaning  of
Section 2(11) of the Securities Act in connection with such sales.

      The Company has advised the Selling  Shareholders that they,  because they
may be deemed to be statutory  underwriters,  will be subject to the  Prospectus
delivery requirements under the Securities Act. The Company has also advised the
Selling Shareholders that in the event of a "distribution" of their shares, such
Selling  Shareholders,   any  selling  broker  or  dealer  and  any  "affiliated
purchasers"  may be subject to Rule 10b-6 under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"),  until  its  participation  in  that
distribution is completed. A "distribution" is defined in Rule 10b-6(c)(5) as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling  methods."  The Company has also advised the Selling  Shareholders  that
Rule  10b-7  under  the  Exchange  Act  prohibits  any   "stabilizing   bid"  or
"stabilizing  purchase" for the purpose of pegging,  fixing or  stabilizing  the
price of Common Stock in connection with this offering.
<PAGE>
                                     - 10 -

      Any shares covered by this  Prospectus  which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.

      The  Company  will  pay all  the  expenses,  estimated  to be  $25,000  in
connection with this offering, other than underwriting commissions and discounts
and counsel fees and expenses of the Selling Shareholders.


                               USE OF PROCEEDS

      The Company will not receive any  proceeds  from the sale of the Shares by
the Selling Shareholders.


                                   DILUTION

      The net  tangible  book value of the  Company as of October  31,  1995 was
approximately  $11,476,744 or $.99 per common share.  Since the shares are being
offered by the Selling  Shareholders,  there is no increase in net tangible book
value per common share to existing  shareholders by virtue of the sale.  Without
taking into  account any changes in net  tangible  book value after  October 31,
1995 or shares  issued  after  that  date,  the  Company  had as of that date an
aggregate of 11,571,899  shares of Common Stock  outstanding with a net tangible
book value of $.99 per share.  Assuming a sale at the anticipated offering price
set forth below,  this will represent an immediate  dilution of $33.26 per share
to new shareholders. The following table illustrates this dilution per share:


Anticipated offering price per share                      $34.25

Net tangible book value per common
share before offering(1).........            $.99

Net tangible book value per common
share after offering.............                           $.99

Dilution per share to new shareholders(2)                 $33.26
                                                          ======  



      The  calculations   above  do  not  take  into  account  the  exercise  of
outstanding  stock options.  On November 30, 1995, there were outstanding  stock
options to purchase an aggregate of 2,620,566 shares of Common Stock at exercise
prices  ranging  from $1.00 to $20.56 per share.  To the extent that these stock
options are exercised, there will be further dilution to new shareholders.
- -----------------

(1)   Net tangible  book value per common share  represents  the amount of total
      tangible assets less total liabilities and preferred stock, divided by the
      number of shares of Common Stock outstanding at that date.

(2)   Dilution is determined by  subtracting  net tangible book value per common
      share after the  offering  from the amount paid by an investor for a share
      of Common Stock.
<PAGE>
                                     - 11 -

                             SELLING SHAREHOLDERS

      Excalibur  acquired ConQuest  Software,  Inc. on July 20, 1995. As part of
that transaction, Excalibur agreed to file a registration statement on behalf of
the former  ConQuest  stockholders  covering  50,000 of the Excalibur  shares of
common stock held by them, to be filed once the Company had published results of
the combined entity covering at least thirty days of operations. The Company has
filed its results of operation covering thirty days of combined operations.

      The following table sets forth the number of shares of Common Stock of the
Company beneficially owned by the Selling Shareholders on November 30, 1995, the
number of Shares  covered  by this  Prospectus  and the  amount  and  percentage
ownership  by the  Selling  Shareholders  after the  offering.  All  shares  are
beneficially  owned  and the sole  voting  and  investment  power is held by the
person named.  All of the Selling  Shareholders  were  stockholders of ConQuest.
Certain of the Selling  Shareholders are employees of the Company.  Mr. Edwin R.
Addison is an Executive Vice President and director of Excalibur.
<PAGE>
                                     - 12 -
<TABLE>
<CAPTION>

                        Number of
                        Shares of
                       Common Stock    Number of
                       Beneficially      Shares                    Percentage of
                         Owned on      Covered by     Number of      Class of
                       November 30,       this        Shares to     Beneficial
         Name              1995        Prospectus    be Retained     Ownership
- --------------------------------------------------------------------------------

<S>                        <C>            <C>         <C>           <C>         
Edwin R. Addison           516,736 (1)    12,609      504,127 (1)           4.3%
Edwin S. Addison            10,578           372       10,206       Less than 1%
James H. and Elaine B
Addison                     10,737           377       10,360       Less than 1%
Jean Addison                10,737           377       10,360       Less than 1%
Ted Bagheri                  1,608            57        1,551       Less than 1%
Bansi Bharwani              31,167         1,094       30,073       Less than 1%
Arden Blair                 87,257 (2)     1,310       85,947 (2)   Less than 1%
Heather Blair                2,413            85        2,328       Less than 1%
James B. Blair             102,552         3,600       98,952       Less than 1%
James R. Blair               2,413            85        2,328       Less than 1%
Susan Budd                     752            27          724       Less than 1%
Edward H. Carlson          112,035 (3)     3,509 (3)  108,526 (3)   Less than 1%
Ken Clark                  187,749 (4)     3,844      183,905 (4)           1.6%
Bob Dahm                     7,452 (5)        17        7,435 (5)   Less than 1%
Mark R. David                4,890 (6)        21        4,869 (6)   Less than 1%
D&G Partnership              6,032           212        5,820       Less than 1%
John Fauber                 19,142           672       18,470       Less than 1%
Robert and Margery 
Feder                        1,206            43        1,163       Less than 1%
Elizabeth T. Hobbs           9,871 (7)       127        9,744 (7)   Less than 1%
Adam and Bernice Hummel     13,271           466       12,805       Less than 1%
Robert Hummel                8,331 (8)        72        8,259 (8)   Less than 1%
Dagfin Jensen               76,659 (9)     2,691 (9)   73,968 (9)   Less than 1%
Bob Kaminski                11,000 (10)       39       10,961 (10)  Less than 1%
Gholam H. Khaksari          20,860 (11)       17       20,843 (11)  Less than 1%
H. Mary King                33,351 (12)      119       33,232 (12)  Less than 1%
Mary Kittle                 10,617           373       10,244       Less than 1%
Joel D. Koblentz             8,841           311        8,530       Less than 1%
Sam Little                     193             7          186       Less than 1%
Jack E. McDonald                96             4           92       Less than 1%
Paul Medlock                   193             7          186       Less than 1%
Cherle Moore                14,549 (13)        7       14,543 (13)  Less than 1%
Motorola, Inc.             120,650         4,235      116,415               1.0%
Billie Carter Nelson        26,301           924       25,377       Less than 1%
Linda Nelson                 3,619           127        3,492       Less than 1%
Paul Nelson                351,599 (14)    8,361      343,238 (14)          2.9%
Cheri Pender                 1,303            46        1,257       Less than 1%
William H.S. Rice            7,565 (15)       21        7,444 (15)  Less than 1%
Joan E. Schaech              5,128 (16)        7        5,121 (16)  Less than 1%
Gerald Schirtzinger            193             7          186       Less than 1%
Eric A. and Helen C Weiss   21,717           763       20,954       Less than 1%
H. Donald Wilson            87,176 (17)    3,053       84,123 (17)  Less than 1%
                                                   
                  TOTAL                   50,095
<PAGE>
                                     - 13 -
<FN>
1 Includes  157,525 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

2 Includes  49,939 shares  issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

3 Includes  12,065  shares  issuable  upon  exercise  of  currently  exercisable
options.  Mr.  Carlson's  shares are  subject  to an  agreement  which  provides
Excalibur  with a right of first  refusal with respect to any sale,  transfer or
other  disposition of the shares and further  provides that any transferee  must
agree to be bound by the same terms.

4 Includes  79,090 shares  issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

5 Includes  6,970 shares  issuable  upon exercise of options which are currently
exercisable or exercisable within 60 days.

6 Includes  4,311 shares  issuable  upon exercise of options which are currently
exercisable or exercisable within 60 days.

7 Includes  6,252 shares  issuable  upon exercise of options which are currently
exercisable or exercisable within 60 days.

8 Includes  6,305 shares  issuable  upon exercise of options which are currently
exercisable or exercisable within 60 days.

9 Mr. Jensen's shares are subject to an agreement which provides  Excalibur with
a right of first refusal with respect to any sale, transfer or other disposition
of the shares and further provides that any transferee must agree to be bound by
the same terms.

10 Includes  9,891 shares  issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

11 Includes  20,378 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

12 Includes  29,973 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

13 Includes  14,356 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

14 Includes 113,400 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

15 Includes  6,986 shares  issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

16 Includes  4,935 shares  issuable upon exercise of options which are currently
exercisable or exercisable within 60 days.

17 Includes 482 shares  issuable  upon  exercise of options  which are currently
exercisable or exercisable within 60 days.
</FN>
</TABLE>
<PAGE>
                                     - 14 -


                         DESCRIPTION OF CAPITAL STOCK

      The authorized  capital stock of the Company consists of 20,000,000 shares
of Common Stock,  par value $.01 per share,  and  1,000,000  shares of Preferred
Stock,  par value $.01 per share,  of which  49,587  shares  are  designated  as
Cumulative  Convertible Preferred Stock. At November 30, 1995, 11,642,711 shares
of Common Stock were issued and  outstanding  and no shares of  Preferred  Stock
were issued or outstanding,  except for 27,180 shares of Cumulative  Convertible
Preferred Stock.


COMMON STOCK

      The  issued and  outstanding  shares of Common  Stock are,  and the Shares
being offered hereby by the Selling Shareholders are, validly issued, fully paid
and  non-assessable.  The  holders  of  outstanding  shares of Common  Stock are
entitled to receive dividends out of assets legally  available  therefor at such
times  and in such  amounts  as the  Board of  Directors  may from  time to time
determine.  The  Company has not paid any  dividends  and does not expect to pay
cash dividends on its Common Stock in the foreseeable future.

      All shares of Common  Stock have equal  voting  rights and,  when  validly
issued and outstanding,  have one vote per share in all matters to be voted upon
by the  shareholders.  Cumulative  voting in the  election of  directors  is not
allowed, which means that the holders of more than 50% of the outstanding shares
can elect all the  directors  if they choose to do so and,  in such  event,  the
holders of the remaining shares will not be able to elect any directors.

      The shares have no  pre-emptive,  subscription,  conversion  or redemption
rights. Upon liquidation,  dissolution or winding-up of the Company, the holders
of Common Stock are entitled to receive pro rata the assets of the Company which
are legally available for distribution to shareholders.



PREFERRED STOCK

      The Board of Directors of the Company has the  authority to issue  950,413
shares of  Preferred  Stock in one or more  series  and to fix the  designation,
relative  powers,  preferences  and rights and  qualifications,  limitations  or
restrictions of all shares of each such series,  including,  without limitation,
dividend rates,  conversion rights,  voting rights,  redemption and sinking fund
provisions,  liquidation  preferences and the number of shares constituting each
such series, without any further vote or action by the shareholders.

      The Company's 49,587 shares of Cumulative  Convertible Preferred Stock are
convertible  into  shares  of Common  Stock at the rate of ten  shares of Common
Stock  per share of  Cumulative  Convertible  Preferred  Stock.  Holders  of the
Cumulative  Convertible  Preferred  Stock are  entitled  to  receive  cumulative
dividends at $0.50 per share per annum payable  annually on April 1, if declared
by the Board of  Directors,  in cash or shares of Common Stock (to be determined
by the Board), valued at the lower of $1.00 per share or the market price on the
date of  declaration.  In the event of  voluntary  liquidation,  dissolution  or
winding-up of the Company, or upon any distribution of assets, whether voluntary
or involuntary, holders of the Cumulative Convertible Preferred Stock would have
a liquidation preference of $10.00 per share, plus accrued and unpaid dividends.
<PAGE>
                                     - 15 -

      The issuance of Preferred  Stock could decrease the amount of earnings and
assets available for distribution to holders of Common Stock or adversely affect
the rights and powers,  including voting rights,  of the holders of Common Stock
and could,  among  other  things,  have the  effect of  delaying,  deferring  or
preventing  a change in control of the  Company  without  further  action by the
shareholders.  The Company has no present plans to issue any shares of Preferred
Stock or Cumulative Convertible Preferred Stock.


CERTAIN ANTI-TAKEOVER PROVISIONS

      Under the Company's Certificate of Incorporation,  there are approximately
5,460,000  unreserved shares of Common Stock,  950,413 shares of Preferred Stock
and 22,407 shares of Cumulative Convertible Preferred Stock available for future
issuance without shareholder approval, as of November 30, 1995. The existence of
authorized  but unissued  capital  stock,  together  with the  continued  voting
control  of the  Company  by Allen  (see  "Risk  Factors  -- Voting  Control  by
Principal  Shareholder"),  could have the effect, either alone or in combination
with each other,  of making more difficult or discouraging an acquisition of the
Company deemed undesirable by its Board of Directors.

      Under the Company's  Stock Option Plan,  as amended (the  "Plan"),  in the
event of a change in control,  stock  appreciation  rights ("SAR's") and limited
SARs  outstanding  for at least six months and any stock  options  which are not
then exercisable will become fully exercisable and vested. The Plan may have the
effect of  significantly  increasing  the costs of  acquiring  the  Company in a
hostile takeover.

      The Company is subject to Section 203 of the Delaware General  Corporation
Law, which prohibits a Delaware corporation,  such as the Company, from engaging
in a wide range of  specified  transactions  with any  person who  becomes a 15%
stockholder,  under certain circumstances,  within three years after such person
became an "interested shareholder." Because Allen & Company Incorporated's stock
ownership  in  the  Company,  which  otherwise  would  cause  it to be  such  an
"interested  stockholder,"  antedates  the 1987  effective  date of Section 203,
Allen is not subject to the prohibitions of such Section.

TRANSFER AGENT

      The transfer agent and registrar for the Common Stock is American
Securities Transfer, Inc. of Denver, Colorado.

<PAGE>
                                     - 16 -

                                     EXPERTS

      The audited financial  statements and schedules of Excalibur  Technologies
Corporation  incorporated  by reference in this  Prospectus and elsewhere in the
Registration  Statement  have been audited by Arthur  Andersen LLP,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated  herein by reference in reliance upon the authority of said firm as
experts in giving said report.

      The financial statements of ConQuest Software, Inc. ("ConQuest") as of and
for the  year  ended  December  31,  1993  incorporated  in this  Prospectus  by
reference to the Company's  Current  Report on Form 8-K dated  November 9, 1995,
have been  incorporated in reliance on the report (which contains an explanatory
paragraph  relating to  ConQuest's  ability to  continue  as a going  concern as
described  in Note 1 to the  financial  statements)  of  Price  Waterhouse  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

      The financial statements of ConQuest as of and for the year ended December
31, 1994  incorporated in this Prospectus by reference to the Company's  Current
Report on Form 8-K dated November 9, 1995,  have been audited by Arthur Andersen
LLP,  independent  public  accountants,  as  indicated  in their  report  (which
contains an explanatory  paragraph relating to ConQuest's ability to continue as
a going concern as described in Note 1 to the financial statements) with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said report.

                                LEGAL MATTERS

      The  validity of the Common Stock  offered  hereby will be passed upon for
the  Company  by  Holtzmann,  Wise & Shepard,  45th  Floor,  1271  Avenue of the
Americas,  New York, New York 10020.  Members of that firm  beneficially  own an
aggregate of 25,000 shares of the  Company's  Common  Stock.  Jay H. Diamond,  a
partner in such law firm, is a Director of the Company.



<PAGE>


                                   PART II

                  INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

            Securities and Exchange Commission
              Registration Fee ......................$536.17
            Legal Fees and Expenses*..............$15,000.00
            Accountants' Fees*......................5,000.00
            Miscellaneous*..........................4,463.83

              Total Expenses......................$25,000.00

            *  Estimated.
      --------

      All expenses  incurred in connection with this  registration will be borne
by the  registrant.  the Selling  Shareholders  shall be  responsible  for their
underwriting commissions and discounts and counsel fees and expenses.


ITEM 15     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
empowers  the Company to, and the By-laws of the Company  provide that it shall,
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 by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  against expenses,  judgments, fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful;  except that, in the case
of an action or suit by or in the right of the Company,  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 duty to the  Company  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
that such  person is fairly and  reasonably  entitled  to  indemnity  for proper
expenses.

      The  Company's  By-laws  provide,  pursuant  to Section 145 of the General
Corporation  Law of the State of  Delaware,  for  indemnification  of  officers,
directors,  employees  and  agents of the  Company  and  persons  serving at the
request of the Company in such  capacities  within other business  organizations
against certain losses,  costs,  liabilities and expenses  incurred by reason of
their position with the Company or such other business organizations.

<PAGE>
                                     - 2 -

ITEM 16     EXHIBITS.


                 23.2         Consent of Arthur Andersen LLP,
                              Independent Public Accountants.

                 23.3         Consent of Price Waterhouse LLP,
                              Independent Public Accountants

                 23.4         Consent of Arthur Andersen LLP,
                              Independent Public Accountants


ITEM 17     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 of 1933;

               (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;

               (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 or Form S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, 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 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.
<PAGE>
                                     - 3 -

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act will be
governed by the final adjudication of such issue.



<PAGE>
                                     - 4 -


                                  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 this  Amendment on Form S-3 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of McLean, State of Virginia, on the 22nd
day of December, 1995.

                       EXCALIBUR TECHNOLOGIES CORPORATION



                                    By:  /s/Patrick C. Condo
                                         -------------------
                                         Patrick C. Condo
                                         Chief Executive Officer and President



                              POWER OF ATTORNEY

            Know all men by these  presents,  that each  officer or  director of
Excalibur Technologies Corporation whose signature appears below constitutes and
appoints  Patrick C. Condo,  James  Buchanan and Jay H. Diamond and each of them
severally  her/his  true and lawful  attorney-in-fact  and agent,  with full and
several power of substitution, for her/him and in her/his name, place and stead,
in  any  and  all  capacities,   to  sign  any  or  all  amendments,   including
post-effective amendments and supplements to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as they or she/he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or her/his or their  substitute or substitutes may lawfully do or cause to
be done by virtue thereof.




<PAGE>
                                     - 5 -


            Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated.

        SIGNATURE                    TITLE                      DATE
                           

/s/Richard M. Crooks, Jr.
- --------------------------- Chairman of                     December 22, 1995
Richard M. Crooks, Jr.      the Board of Directors


/s/Patrick C. Condo         Chief Executive Officer
- --------------------------- and President (Principal        December 22, 1995
Patrick C. Condo            Executive Officer)
           
                           
/s/James Buchanan           Chief Financial Officer         December 22, 1995
- --------------------------- (Principal Financial
James Buchanan              Accounting Officer)
                           
                           
/s/Edwin R. Addison                                                             
- --------------------------- Executive Vice President        December 22, 1995
Edwin R. Addison            and Director


/s/James W. Dowe III                          
- --------------------------- Chief Scientist                 December 22, 1995
James W. Dowe III           and Director
                          

/s/Jay H. Diamond 
- --------------------------- Director                        December 22, 1995
Jay H. Diamond


/s/J.M. Kennedy
- --------------------------- Director                        December 22, 1995
J.M. Kennedy


/s/W. Frank King III
- --------------------------- Director                        December 22, 1995
W. Frank King III


/s/Philip J. O'Reilly
- --------------------------- Director                        December 22, 1995
Philip J. O'Reilly

                                                                        
/s/Jay H. Diamond
- ---------------------------                                 December 22, 1995
*Jay H. Diamond
 Attorney-In-Fact
<PAGE>


                                EXHIBIT INDEX







                 23.2         Consent of Arthur Andersen LLP,
                              Independent Public Accountants

                 23.3         Consent of Price Waterhouse LLP,
                              Independent Public Accountants

                 23.4         Consent of Arthur Andersen LLP,
                              Independent Public Accountants






                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  of our report  dated April 14, 1995
included in the  Company's  Form 10-K for the year ended January 31, 1995 and to
all references to our Firm included in this Registration Statement.


                                    ARTHUR ANDERSEN LLP

San Diego, California
 December 20, 1995


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration  Statement on Form S-3 of Excalibur  Technologies
Corporation  of our report  dated  April 15,  1994,  relating  to the  financial
statements of ConQuest Software,  Inc. as of and for the year ended December 31,
1993, which appears in the Current Report on Form 8-K of Excalibur  Technologies
Corporation dated November 9, 1995. We also consent to the reference to us under
the heading "Experts" in such Prospectus.




PRICE WATERHOUSE LLP

Washington, D.C.
December 20, 1995



                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration Statement of our report dated May 26, 1995 on the
financial  statements  of ConQuest  Software,  Inc. as of and for the year ended
December 31, 1994 (which contains an explanatory  paragraph relating to ConQuest
Software,  Inc.'s  ability to continue as a going concern as described in Note 1
to the financial  statements) included in Excalibur  Technologies  Corporation's
Current  Report on Form 8-K dated  November 9, 1995 and to all references to our
Firm included in this Registration Statement.



                                    ARTHUR ANDERSEN LLP

Washington, D.C.
 December 20, 1995


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission