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