SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1954
Date of Report: (Date of earliest event reported):
July 7, 1995 (July 5, 1995)
EXCALIBUR TECHNOLOGIES CORPORATION
(Exact name of issuer as specified in its
charter)
Delaware 0-9747 85-0278207
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
9255 Towne Centre Drive, 9th Floor, San Diego, California 92121
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code:
619-625-7900
CURRENT REPORT ON FORM 8-K
Excalibur Technologies Corporation
Item 5. Other Events.
On July 5, 1995 Excalibur Technologies Corporation ("Excalibur")
entered into an agreement to acquire all of the outstanding shares of stock
and options to acquire shares of ConQuest Software, Inc. ("ConQuest"), a
private company located in Columbia, Maryland engaged in the business of
providing natural language text management software tools. The agreement
provides that Excalibur will issue to the former ConQuest shareholders and
optionholders approximately 1,400,000 restricted shares of Excalibur common
stock and options to acquire approximately 570,000 restricted shares of
Excalibur common stock. ConQuest provides real-time profiling and
retrieval engines, full Boolean, statistical and heuristic search
technologies with natural language based query functionality in a scaleable
distributed software architecture, semantic network knowledge bases, and a
complete set of application development tools to publishers, vendors and
information end-users. During the year ended December 31, 1994 ConQuest
generated approximately $1.8 million in revenue, and had expenses of
approximately $4.4 million. The transaction is subject to approval by
ConQuest's shareholders and an opinion letter from Arthur Andersen, LLP
stating that Excalibur will be able to account for the transaction as a
pooling of interests.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.01 Press Release, dated July 6, 1995, of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
EXCALIBUR TECHNOLOGIES CORPORATION
July 7, 1995 By: /s/J.M. Kennedy
J.M. Kennedy
Chief Executive Officer,
and Treasurer
For Immediate Release
Contact: Darrell Atkin Beth Johnson
Excalibur Technologies Phase Two Strategies
619-625-7900 ext. 419 415-772-8419
[email protected] [email protected]
Excalibur Technologies To Merge with ConQuest Software
Text and Multimedia Information Retrieval Leaders
Join Forces to Expand Products, Channels and Markets
San Diego, CA (July 6, 1995) -- Excalibur Technologies
Corporation, a leader in multimedia information retrieval
software announced today that it has signed a definitive
agreement to merge with ConQuest Software, Inc., a leading
provider of advanced text management software. Excalibur
will remain the surviving corporation with the management
and product sets of both companies retained going forward.
The merger has been approved by both boards of directors and
is subject to final approval by ConQuest shareholders and an
opinion letter to account for the transaction as a pooling
of interests. ConQuest is a privately held company based in
Columbia, Maryland.
The merger will bring together a combination of search and
retrieval technologies, market coverage and management teams
positioned to serve the rapidly growing markets for online
and Internet publishing, document management, business and
government intelligence and other document-driven
applications. With the integration of the Companies'
technologies, the market will benefit from a comprehensive
toolset for text, image and multimedia information
management.
The merger provides that Excalibur will issue approximately
1.4 million restricted shares of its common stock and
570,000 restricted stock options to the ConQuest
shareholders in exchange for their ConQuest stock and
options. ConQuest reported audited results for 1994 of
approximately $1.8 million in revenue and $4.4 million in
expenses.
Mike Kennedy, CEO of Excalibur, will be CEO of the combined
companies. Edwin Addison, President and CEO of ConQuest
will assume the post of Executive Vice President. Mr.
Addison will also become a member of the Excalibur board of
directors.
"The integration of Excalibur's adaptive pattern recognition
and ConQuest's semantic network technologies, along with the
strengths of our respective toolsets, will create the most
advanced architecture and product suite in the market," said
Mike Kennedy, CEO of Excalibur Technologies. "This merger
will add significant technology to Excalibur EFS, our
flagship document imaging product, including the addition of
natural language search techniques and the ability to create
real-time user profiles. Excalibur intends to deliver a
powerful follow-on to Excalibur EFS that is completely
modular, with open interfaces, in a highly scaleable
client/server package. This product will be developed with
protection of the investment of our current Excalibur EFS
customer base as a primary objective."
Edwin R. Addison, President and CEO of ConQuest, said, "One
of the reasons for selecting Excalibur as a merger partner
is for the synergy between our products, technology and
management. The ConQuest semantic network searching
capability and profiling provide valuable enhancements to
the Excalibur product set. Likewise, Excalibur's image
server will be a complementary component to ConQuest for
client/server applications requiring content-based access to
both text and images. This strong combination of
information retrieval technologies should help Excalibur
achieve its goal of becoming the leading provider of
information retrieval technology for business and government
customers."
Excalibur's customer list of over 500 customers includes
many leading corporations (Ford, Boeing, IBM, Amgen, NYNEX)
in addition to numerous agencies in Federal, State and local
governments. Having adopted a strong channels distribution
strategy, Excalibur now has a worldwide distribution network
consisting of over 130 authorized VARs, Systems Integrators
and OEMs in over 50 countries.
Founded in 1989, ConQuest brought to market scalable,
commercial systems in 1993. Since then, ConQuest's enabling
technology has attracted major customers and partners
seeking to build and implement new text processing
applications. ConQuest has recently closed major agreements
with ADP's Brokerage Information Services Group, and with
two leading business information publishers, whose identity
is confidential.
ConQuest's markets include major corporate and government
customers who produce and/or use very large and diverse text
databases. ConQuest's text management tools drive such
diverse information services as Infonautics' Homework Helper
on Prodigy, the federal government's Global Change-Assisted
Search for Knowledge on the World Wide Web, and Physicians'
Online. The company's semantic approach to text retrieval,
advanced client/server design, and robust integration tools
have been the determining factors in winning major customers
and partners in electronic publishing, litigation support,
and business and government intelligence.
Pending ratification of the merger agreement by ConQuest
shareholders, Excalibur will make further announcements
regarding product integration, pricing and availability, and
marketing.
About Excalibur Technologies
Headquartered in San Diego, Calif., Excalibur Technologies
Corporation is a leading software developer dedicated to
improving the way industry manages and retrieves
information. The company's pattern recognition technology -
- - APRP(TM)-- forms the basis for a product line of software
applications and toolkits that allow software developers and
end users to manage and retrieve digital information
including text and images. Future applications may include
sound and full-motion video. Additional information about
its products can be found on Excalibur's homepage on the
World Wide Web which can be accessed over the Internet at
http://xrs.com. Excalibur was founded in 1980 and is a
publicly-held corporation trading under NASDAQ (EXCA). For
more information, contact Excalibur in North America at 619-
625-7900, or in the United Kingdom at 44-1344-893-444.
About ConQuest Software, Inc.
ConQuest Software delivers natural language text management
software tools to meet the business challenges of
publishers, vendors and information end-users. ConQuest
products are driving new solutions for Internet access to
heterogeneous information libraries, competitive
intelligence, open source research, real-time news
management, intelligent publishing, litigation support,
market research and other key, text-intensive applications.
ConQuest delivers real-time profiling and retrospective
retrieval engines, full Boolean, statistical, heuristic and
word meaning-based concept search technologies, semantic
network knowledgebases, and a complete set of application
development tools.
# # #
Excalibur Technologies Corporation and the Excalibur Logo
are registered trademarks of Excalibur Technologies
Corporation. APRP is a trademark of Excalibur Technologies
Corporation. ConQuest is a registered trademark of ConQuest
Software, Inc. Other brands or product names are trademarks
or registered trademarks of their respective holders and
should be treated as such.
