SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO 1)*
CONVERA CORPORATION
----------------------------------------------------------
(NAME OF ISSUER)
COMMON
----------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
211919 10 5
----------------------------------------------------------
(CUSIP NUMBER)
F. THOMAS DUNLAP
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CA 95052
TELEPHONE: (408) 765-8080
----------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 27, 2001
----------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), 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 the
disclosures provided in a prior cover page.
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 10 Pages
CUSIP No. 211919 10 5 Schedule 13D Page 2 of 10 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) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS** WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER: 0
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER: N/A
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 0
PERSON WITH
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER: N/A
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH N/A
REPORTING PERSON:
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.00%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
**SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 211919 10 5 Schedule 13D Page 3 of 10 Pages
ITEM 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices of
Issuer:
CONVERA CORPORATION, a Delaware corporation (the
"Company")
1921 Gallows Road, Suite 200
Vienna, Virginia 22182
(b) Title of Class of Equity Securities:
Class A Common Stock, par value $.01 per share (the
"Class A Common Stock") of the Company. Class B
Common Stock, par value $.01 per share that is
convertible into Class A Common Stock at Intel's
option.
ITEM 2. Identity and Background.
(a) Name of Person Filing:
Intel Corporation (the "Reporting Person")
(b) Address of Principal Business Office:
2200 Mission College Boulevard
Santa Clara, CA 95052-8119
(c) Principal Business:
Manufacturer of microcomputer components, modules
and systems.
(d) Criminal Proceedings:
During the last five years, neither the Reporting
Person nor any executive 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 executive 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 was or is subject to any judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
Federal or State
CUSIP No. 211919 10 5 Schedule 13D Page 4 of 10 Pages
securities laws or finding any violation with
respect to such laws.
(f) Place of Organization:
Delaware
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 5. Interest in Securities of the Issuer.
The information contained in Item 4 is incorporated herein by
this reference.
(a) Number of Shares Beneficially Owned: 0
Percent of Class: 0.00%
(b) Sole Power to Vote, Direct the Vote of, or Dispose
of Shares: N/A
(c) Recent Transactions:
On December 27, 2001 the Reporting Person sold
2,792,962 shares of Class A Common Stock par value
$.01 per share, and 12,207,038 shares of Class B
Common Stock par value $.01 per share (convertible
to Class A Common on a one-for-one basis) at a price
of $2.80 per share back to Convera Corporation.
On December 27, 2001 the Reporting Person also sold
its remaining 12,156,422 shares of Class A Common
Stock par value $.01 per share at a price of $2.80
per share to a third party in a private transaction.
(d) Rights with Respect to Dividends or Sales Proceeds:
N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership: December 27, 2001
CUSIP No. 211919 10 5 Schedule 13D Page 5 of 10 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 December 28, 2001.
INTEL CORPORATION
By: /s/ PETER DETKIN
-------------------------------------
F. Thomas Dunlap, Jr.
Senior Vice President, General
Counsel and Secretary
CUSIP No. 211919 10 5 Schedule 13D Page 6 of 10 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 microcomputer
and address of corporation components, modules and systems.
or other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
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 BP Amoco p.l.c., an integrated oil company.
and address of corporation Britannic House, 1 Finsbury Circus
or other organization in London EC2M 7BA
which employment is
conducted:
Citizenship: British
CUSIP No. 211919 10 5 Schedule 13D Page 7 of 10 Pages
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom Circle,
Suite 760, Santa Clara, CA 95054
Principal Occupation: Chairman
Name, principal business Paramitas Foundation, a charitable foundation.
and address of corporation 3945 Freedom Circle, Suite 760
or other organization in Santa Clara, CA 95054
which 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 microcomputer
and address of corporation components, modules and systems.
or other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
Name: D. James Guzy
Business Address: The Arbor Company, 1340 Arbor Road, Menlo Park,
CA 94025
Principal Occupation: Chairman
Name, principal business The Arbor Company, a limited partnership engaged
and address of corporation in the electronics and computer industry.
or other organization in 1340 Arbor Road
which employment is Menlo Park, CA 94025
conducted:
CUSIP No. 211919 10 5 Schedule 13D Page 8 of 10 Pages
Name: Reed E. Hundt
Business Address: McKinsey & Company, 600 14th Street NW, #300,
Washington, D.C. 20005
Principal Occupation: Senior Advisor
Name, principal business McKinsey & Company, a management consulting firm
and address of corporation 600 14th Street NW, #300
or other organization in Washington, D.C. 20005
which employment is
conducted:
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 The Charles Schwab Corporation, a financial
and 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 AeroGen, Inc., a pulmonary drug delivery company
and address of corporation 1310 Orleans Drive
or other organization in Sunnyvale, CA 94089
which employment is
conducted:
CUSIP No. 211919 10 5 Schedule 13D Page 9 of 10 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 microcomputer
and address of corporation components, modules and systems.
or other organization in 2200 Mission College Boulevard
which employment is Santa Clara, CA 95052
conducted:
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 Harvard Business School, an educational
and address of corporation institution.
or other organization in Morgan Hall 215, Soldiers Field Park Road
which employment is Boston, MA 02163
conducted:
Name: Charles E. Young
Business Address: University of Florida, 226 Tigert Hall, P.O. Box
113150, Gainesville, FL 32610
Principal Occupation: President of the University of Florida
Name, principal business University of Florida
and address of corporation 226 Tigert Hall
or other organization in P.O. Box 113150
which employment is Gainesville, FL 32610
conducted:
CUSIP No. 211919 10 5 Schedule 13D Page 10 of 10 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; General Manager, Intel Communications
Group
Name: Paul S. Otellini
Title: Executive Vice President; General Manager, Intel Architecture
Business Group
Name: Michael R. Splinter
Title: Executive Vice President; General Manager, Sales and Marketing
Group
Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President, General Counsel and Secretary
Name: Ronald J. Smith
Title: Senior Vice President, General Manager, Wireless Communications and
Computing Group
Name: Robert J. Baker
Title: Vice President; Co-General Manager, Technology and Manufacturing
Group
Name: Arvind Sodhani
Title: Vice President, Treasurer