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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(1)
(Amendment No.)*
CONVERA CORPORATION
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(Name of Issuer)
Class A Common Stock
-------------------------
(Title of Class of Securities)
211919 10 5
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(CUSIP Number)
F. Thomas Dunlap, Jr.
Vice President, General Counsel and Secretary
Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
Telephone: (408) 765-8080
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
2
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
Page 1 of 12
The Exhibit Index is on page 11.
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CUSIP No. 211919 10 5 Schedule 13D Page 2 of 12 Pages
---------- --------------------------------------------------------------------------------- -------------------------
1. NAME OF REPORTING PERSON Intel Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743
---------- --------------------------------------------------------------------------------- -------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 17,592,329
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 17,592,329
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
---------------------------- ---------- ---------------------------------------------------- -------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,592,329
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%
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14. TYPE OF REPORTING PERSON CO
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CUSIP No. 211919 10 5 Schedule 13D Page 3 of 12 Pages
Item 1. Security and Issuer.
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(a) Name and Address of Principal Executive Offices of Issuer:
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Convera Corporation, a Delaware corporation (the "Company")
1921 Gallows Road, Suite 200
Vienna, Virginia 22182
(b) Title and Class of Equity Securities:
------------------------------------
Class A common stock, par value $.01 per share
(the "Class A Common Stock") of the Company.
Item 2. Identity and Background.
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(a) Name of Person Filing: Intel Corporation (the "Reporting Person")
(b) Principal Business: Manufacturer of microcomputer components,
modules and systems
(c) Address of Principal Business and Principal Office:
---------------------------------------------
2200 Mission College Boulevard
Santa Clara, CA 95052-8119
(d) Criminal Proceedings:
--------------------
During the last five years neither the Reporting Person nor any
officer or director of the Reporting Person has been convicted in
any criminal proceeding.
(e) Civil Proceedings:
-----------------
During the last five years neither the Reporting Person nor any
officer or director of the Reporting Person 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 future violations of or prohibiting or mandating
activities subject to Federal or State securities laws or finding
any violation with respect to such laws.
(f) Place of Organization: Delaware
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Attached hereto as Appendix A is information required by this
Item 2 with respect to the executive officers and directors of
the Reporting Person. All such individuals are U.S. citizens,
except as otherwise indicated on Appendix A.
Item 3. Source and Amount of Funds or Other Consideration.
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In connection with the Agreement and Plan of Contribution and
Merger, dated as of April 30, 2000, among Excalibur Technologies
Corporation, Intel, the Company and Excalibur Transitory, Inc.
(the "Agreement"), Intel contributed $150 million from its
working capital, certain technology and intellectual property to
the Company in exchange for Convera equity consisting of
14,949,384 shares of Class A Common Stock and 12,207,038 shares
of the Class B Common Stock, $.01 par value per share, of the
Company (the "Class B Common Stock").
Item 4. Purpose of the Transaction.
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The Reporting Person has acquired the shares of Class A Common Stock
in connection with the combination of its Interactive Media Services
Division with the business of Excalibur Technologies Corporation in
the Company pursuant to the Agreement.
The Reporting Person may, from time to time, purchase additional
securities of the Company. As described in Item 5, the Reporting
Person has the right, under certain circumstances, to convert the
Class B Common Stock into Class A Common Stock on a share-for-share
basis. The Reporting Person will, from time to time, evaluate market
opportunities for the sale of its shares and may sell all or a portion
of its shares in one or more sales pursuant to public or private
offerings. 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) or Item 4.
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CUSIP No. 211919 10 5 Schedule 13D Page 4 of 12 Pages
Item 5. Interests in Securities of the Issuer.
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The information contained in Item 4 is incorporated herein by this
reference.
(a) Intel may be deemed to own beneficially an aggregate of 17,592,329
shares of Class A Common Stock, representing approximately 49.9% of
the shares of Class A Common Stock outstanding on December 21, 2000.
Intel owns 14,949,384 shares of Class A Common Stock and 12,207,038
shares of Class B Common Stock. The Class B Common Stock is
convertible into Class A Common Stock at the option of Intel, to the
extent that immediately after such conversion, Intel owns less than
50% of the voting power of Company. Therefore, based on the
number of securities outstanding and the plans of the Company
with respect to the issuance of additional securities as
contained in the most recently available filing with the
Commission by the Company, Intel beneficially owns 2,642,945
shares of Class A Common Stock receivable upon the conversion of
Class B Common Stock.
(b) Intel has sole power to vote and direct 17,592,329 shares of
Class A Common Stock, including the shares issuable upon
conversion of Class B Common Stock as described above.
(c) Not applicable
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
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Intel and NBA Media Ventures, LLC, a Delaware limited liability
company ("NBAMV") have entered into a letter agreement, attached
hereto as Exhibit A, whereby Intel has agreed, so long as NBAMV owns
one-half of the shares of Class A Common Stock issued to NBAMV on the
date of the consummation of the transactions contemplated by the
Agreement, to vote its shares of Class A 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 the Company.
There are no other contracts, arrangements, understandings or
relationships between Intel and any third person with respect to any
securities of the Company.
Item 7. Material to Be Filed as Exhibits.
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Exhibit A Letter Agreement, dated as of September 13, 2000, by and
between Intel Corporation and NBA Media Ventures, LLC.
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CUSIP No. 211919 10 5 Schedule 13D Page 5 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated as of January 18, 2001
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
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F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
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CUSIP No. 211919 10 5 Schedule 13D Page 6 of 12 Pages
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation and certain other
information with respect to each Director. All Directors are United States
citizens except as indicated below.
Name: Craig R. Barrett
Business Address: Intel Corporation,
2200 Mission College Boulevard,
Santa Clara, CA 95052
Principal Occupation: President and Chief Executive Officer
Name, principal business Intel Corporation, a manufacturer of
and address of corporation microcomputer components, modules and
or other organization in systems.
which employment is 2200 Mission College Boulevard
conducted: Santa Clara, CA 95052
Name: John Browne
Business Address: BP Amoco p.l.c., Britannic House,
1 Finsbury Circus, London EC2M 7BA
Principal Occupation: Group Chief Executive
Name, principal business and BP Amoco p.l.c., an integrated oil company.
address of corporation or other Britannic House, 1 Finsbury Circus
organization in which London EC2M 7BA
employment is conducted:
Citizenship: British
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CUSIP No. 211919 10 5 Schedule 13D Page 7 of 12 Pages
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom Circle,
Suite 760, Santa Clara, CA 95054
Principal Occupation: Chairman
Name, principal business and Paramitas Foundation, a charitable foundation.
address of corporation or other 3945 Freedom Circle, Suite 760
organization in which Santa Clara, CA 95054
employment is conducted:
Name: Andrew S. Grove
Business Address: Intel Corporation,
2200 Mission College Boulevard,
Santa Clara, CA 95052
Principal Occupation: Chairman of the Board of Directors
Name, principal business Intel Corporation, a manufacturer of
and address of corporation microcomputer components, modules and
or other organization in systems.
which employment is 2200 Mission College Boulevard
conducted: Santa Clara, CA 95052
Name: D. James Guzy
Business Address: The Arbor Company,
1340 Arbor Road, Menlo Park, CA 94025
Principal Occupation: Chairman
Name, principal business and The Arbor Company, a limited partnership
address of corporation or other engaged in the electronics and computer industry.
organization in which industry.
employment is conducted: 1340 Arbor Road
Menlo Park, CA 94025
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CUSIP No. 211919 10 5 Schedule 13D Page 8 of 12 Pages
Name: Gordon E. Moore
Business Address: Intel Corporation,
2200 Mission College Boulevard,
Santa Clara, CA 95052
Principal Occupation: Chairman Emeritus of the Board of Directors
Name, principal business Intel Corporation, a manufacturer of
and address of corporation microcomputer components, modules and
or other organization in systems.
which employment is 2200 Mission College Boulevard
conducted: Santa Clara, CA 95052
Name: David S. Pottruck
Business Address: The Charles Schwab Corporation,
101 Montgomery Street, San Francisco, CA 94104
Principal Occupation: President and Co-Chief Executive Officer
Name, principal business and The Charles Schwab Corporation, a financial
address of corporation services provider
or other organization in 101 Montgomery Street
which employment is San Francisco, CA 94104
conducted
Name: Jane E. Shaw
Business Address: AeroGen, Inc.,
1310 Orleans Drive, Sunnyvale, CA 94089
Principal Occupation: Chairman and Chief Executive Officer
Name, principal business and AeroGen, Inc., a private company specializing
address of corporation or other in controlled delivery of drugs to the lungs
organization in which 1310 Orleans Drive
employment is conducted: Sunnyvale, CA 94089
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CUSIP No. 211919 10 5 Schedule 13D Page 9 of 12 Pages
Name: Leslie L. Vadasz
Business Address: Intel Corporation,
2200 Mission College Boulevard,
Santa Clara, CA 95052
Principal Occupation: Executive Vice President; President, Intel Capital
Name, principal business Intel Corporation, a manufacturer of
and address of corporation microcomputer components, modules and
or other organization in systems.
which employment is 2200 Mission College Boulevard
conducted: Santa Clara, CA 95052
Name: David B. Yoffie
Business Address: Harvard Business School, Morgan Hall 215,
Soldiers Field Park Road, Boston, MA 02163
Principal Occupation: Max and Doris Starr Professor of International
Business Administration
Name, principal business and Harvard Business School, an educational
address of corporation or other institution.
organization in which Morgan Hall 215, Soldiers Field Park Road
employment is conducted: Boston, MA 02163:
Name: Charles E. Young
Business Address: University of Florida,
226 Tigert Hall, P.O. Box 113150,
Gainesville, FL 32610
Principal Occupation: Interim President of the University of Florida
Name, principal business and University of Florida
address of corporation or other 226 Tigert Hall
organization in which P.O. Box 113150
employment is conducted: Gainesville, FL 32610
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CUSIP No. 211919 10 5 Schedule 13D Page 10 of 12 Pages
EXECUTIVE OFFICERS
The following is a list of all executive officers of Intel Corporation excluding
executive officers who are also directors. Unless otherwise indicated, each
officer's business address is 2200 Mission College Boulevard, Santa Clara,
California 95052-8119, which address is Intel Corporation's business address.
Name: Andy D. Bryant
Title: Executive Vice President; Chief Financial and Enterprise Services Officer
Name: Sean M. Maloney
Title: Executive Vice President; Director, Sales and Marketing Group
Name: Paul S. Otellini
Title: Executive Vice President; General Manager, Intel Architecture Group
Name: Gerhard H. Parker
Title: Executive Vice President; General Manager, New Business Group
Name: Michael R. Splinter
Title: Senior Vice President; General Manager, Technology and Manufacturing Group
Name: Albert Y. C. Yu
Title: Senior Vice President; General Manager, Intel Architecture Group
Name: F. Thomas Dunlap, Jr.
Title: Vice President, General Counsel and Secretary
Name: Arvind Sodhani
Title: Vice President, Treasurer
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CUSIP No. 211919 10 5 Schedule 13D Page 11 of 12 Pages
EXHIBIT INDEX
Exhibit A Letter Agreement, dated as of September 13, 2000, by and between
Intel Corporation and NBA Media Ventures, LLC.
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CUSIP No. 211919 10 5 Schedule 13D Page 12 of 12 Pages
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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ACCEPTED AND AGREED
INTEL CORPORATION
By: /s/ Gerhard H. Parker
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