Attached files
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| EX-10.1 - TRANSITION AGREEMENT M. JONES 4-22-2010 - CONVERA Corp | ex_10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
April
22, 2010
Date
of Report (Date of Earliest Event Reported)
CONVERA
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-31989
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54-1987541
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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1919
GALLOWS ROAD, SUITE 1050
VIENNA,
VIRGINIA 22182
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(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (703) 761-3700
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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_____
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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_____
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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_____
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17
CFR 240.14d-2(b))
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_____
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17
CFR 240.13e-4(c))
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On
April 22, 2010, Convera Corporation (the “Company”) entered into a Transition
Agreement with Mr. Matthew Jones, its Chief Financial Officer
(“CFO”). Pursuant to the Transition Agreement, Mr. Jones will
continue to serve the Company as CFO in his capacity as a consultant to, but not
an employee of, the Company. The scope of Mr. Jones’ consulting
services will be those normally performed by a public company chief financial
offer and Mr. Jones will report to the Company’s board of
directors.
On February 9, 2010, the Company
contributed to B2BNetSearch, Inc. (“B2B”), its wholly owned subsidiary, all of
the business related assets of the Company, and B2B assumed all of the
liabilities of the Company, according to a Contribution Agreement dated February
9, 2010 disclosed in our Definitive Proxy Statement on Schedule 14C filed on
December 31, 2009. Immediately after that, B2B and Convera
Technologies, LLC, another wholly owned subsidiary of the Company, merged with
and into VSW2, Inc. (“VSW”), a parent company of Firstlight Online Limited, with
VSW2 as the surviving corporation. After the merger, the Company
filed a Certificate of Dissolution with the State of Delaware according to a
Plan of Dissolution and Liquidation adopted by the Company on September 22,
2009, and Mr. Jones became an employee of VSW2. Pursuant to the
Transition Agreement, the Company will still retain the service of Mr. Jones in
connection with its dissolution and winding up from and after the date of the
merger.
According
to the Transition Agreement, starting from the date of the merger, Convera will
pay Mr. Jones, among other benefits, an annualized compensation in the amount of
$50,000 per year, payable on a semi-monthly basis in arrears. The
compensation amount will be “grossed up” by an amount equal to the employer
portion of the Medicare tax. In addition, the Company will pay to Mr.
Jones bonus payments as follows: (i) a one-time bonus of $10,000 in the
aggregate amount in cash upon completion of the filing of the Form 10-K for
fiscal 2010 and (ii) a one-time bonus in an aggregate amount of $30,000 in cash,
each less applicable withholdings, in a lump sum upon the final liquidation of
the Company in accordance to the Plan, as long as Mr. Jones performs his
responsibilities and obligations in accordance with the Transition Agreement and
does not breach the Transition Agreement and all filings which Mr. Jones has
supervision over are made on a timely basis, as such term is defined in the
agreement, including within extended time frame as permitted by the Securities
and Exchange Commission. All of Mr. Jones’s stock options terminated
on the date of the merger.
The
Company and Mr. Jones have previously entered into an Employment Agreement dated
on December 6, 2006, the terms of which were disclosed in our Current Report on
Form 8-K filed on December 12, 2006. Mr. Jones’ previous Employment
Agreement is now superseded by the Transition Agreement and the Company will pay
him an aggregate amount of $250,000 in cash, less applicable withholdings, in a
lump sum as his transition fee, if Mr. Jones signs and delivers to the Company a
general release of claims in favor of the Company and related persons, which Mr.
Jones did.
A copy of
the Transition Agreement is attached as Exhibit 10.1 to this report and
incorporated herein by reference. The description of the terms and conditions of
the Merger Agreement in this report is merely a summary of the agreement and is
modified and supplemented by such reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On April
22, 2010, the Company entered into a Transition Agreement with Mr. Matthew
Jones, its CFO, including certain compensatory arrangement. According
to the Transition Agreement, Mr. Jones ceased to be an employee of the Company,
but continues to serve as its CFO in his capacity as a
consultant. The disclosure under Item 1.01 above is incorporated
herein by reference.
(d)
Exhibits
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Transition
Agreement between Convera Corporation and Matthew Jones, dated April 22,
2010
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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
hereunto duly authorized.
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Convera
Corporation
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Date:
April 27, 2010
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By:
/s/ Matthew G.
Jones
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Matthew
G. Jones
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Chief
Financial Officer
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