-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2G4SoIiqpdMOtBgewo/8ZIgfKlGocSdj3J9dgLByk7rn7nKo7MgYguUKi1XzJqj ELOiN6/HJ2ExMhVAZldxPg== 0000891618-00-002708.txt : 20000512 0000891618-00-002708.hdr.sgml : 20000512 ACCESSION NUMBER: 0000891618-00-002708 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXCALIBUR TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000316222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 850278207 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-09747 FILM NUMBER: 625888 BUSINESS ADDRESS: STREET 1: 1921 GALLOWS RD STREET 2: STE 200 CITY: VIENNA STATE: VA ZIP: 22182-3900 BUSINESS PHONE: 7037613700 MAIL ADDRESS: STREET 1: 1921 GALLOWS ROAD STREET 2: SUITE 200 CITY: VIENNA STATE: VA ZIP: 22182-3900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 425 1 FORM 425 1 Filing by Intel Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Excalibur Technologies Corporation Commission File No.: 0-9747 On May 10, 2000, Excalibur Technologies Corporation began to use the following materials for certain presentations. Excalibur & Intel's Interactive Media Services Presentation to Excalibur Shareholders Pat Condo President / CEO Excalibur Ron Whittier Senior VP Intel Gerry Parker Executive VP Intel
May 10, 2000 This presentation contains forward-looking statements, which are based upon current expectations or beliefs, a well as a number of assumptions about future events. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, business and economic conditions, continued success in technological advances, costs related to the proposed merger, the inability to obtain governmental approval of the proposed merger, substantial delay in the expected closing of the merger and the risk that the Interactive Media Services division of Intel and Excalibur's businesses will not be integrated successfully, any of which may cause actual results to differ materially from those described in these statements. In addition to the factors discussed above, other factors that could cause actual results to differ materially are discussed in Intel's and Excalibur's most recent Form 10-Q and 2 Form 10-K filings with the Commission. (C) 2000 Intel/Excalibur INTEL, EXCALIBUR TO FORM INTERACTIVE MEDIA SERVICES COMPANY SANTA CLARA, Calif. and VIENNA, Va., May 1, 2000--Intel Corporation and Excalibur Technologies Corporation, a market-leading developer of content management products, announced today that they have signed an agreement to form a new company that will enable owners of branded high-value content, such as sports and entertainment, to produce and securely sell their audio and video content over the Internet. The new company will offer a compelling, one-stop solution with key Internet technologies. Under the terms of the agreement, Intel will contribute its Interactive Media Services division and invest $150 million in exchange for 60 percent of the new company's equity. Intel will take 49 percent of the equity in the new company in the form of voting stock and the balance in non-voting stock. Excalibur will combine its entire business operations with those of the new company, with Excalibur stockholders receiving 40 percent ownership in the new company in exchange for their Excalibur stock. Excalibur shareholders will receive one share of stock in the new company for each share they hold of Excalibur. Holders of 29 percent of Excalibur's outstanding voting stock have agreed to vote in favor of the transaction. Other financial details were not disclosed. Today, compatible technologies and business models do not exist from one company in a fully integrated way that enable branded, valuable content to be delivered to subscribers over the Internet. The new company will seek to solve this problem by combining Excalibur's market-leading content management technologies for producing valuable media archives with Intel's patented technology for content protection. This will enable new business models, such as subscription services, and provide consumers access to a new class of branded interactive media, including some content never before seen on the Internet such as old newsreel films sports highlights and television programs. sports highlights and television programs. (C) 2000 Intel/Excalibur What's Behind This? The interactive media services opportunity: $16B in 2004* (C) 2000 Intel/Excalibur *Source: Kagan & Associates Broadband Penetration [GRAPH] 1998 1999 2000 2001 2002 2003 Broadband Penetration of US Internet Households 2% 4% 9% 14% 21% 28% 20% of US Homes by '02 Source: IDC, 10/99 3 (C) 2000 Intel/Excalibur The Web is Moving to Interactive Video with Data Number of Projected Users - Over 150M computers are video ready. [GRAPH] - Estimated 45M using streaming media monthly Source: IDC, 10/99 (C) 2000 Intel/Excalibur The Opportunity - - Enable branded media content to be made available over the internet - - Provide secure infrastructure for return on valuable branded content - - Initially target sports, music, and movie market segments (C) 2000 Intel/Excalibur - Mission Be THE leading supplier of interactive media services to the Internet economy Building The New Company: Excalibur Technologies Corp. - - Video and image content management - - Text indexing system - - 230 people worldwide - - An established business - $38M last year - 400+ customers - Industry relationships (C) 2000 Intel/Excalibur Building The New Company: Intel's Interactive Media Services - - Extensive media/entertainment industry relationships - - Broad set of technical capabilities: Video + data, security, content protection - - Intellectual property assets: 10 patents & more than 45 technology licenses from Intel - - Technical resources in key areas: offers to 60+ people, mostly software and engineering (C) 2000 Intel/Excalibur 4 Building The New Company: Intel's Interactive Media Services (continued) - - Three internet business units combined to form Interactive Media Services - - Significant customers in focus market segments - - Experienced management team - - Strong collaborative programs with Intel divisions (Architecture Labs, Online Services, Intel Capital) (C) 2000 Intel/Excalibur Building the New Company: The New Company - - Broad set of industry relationships - - Deep technical capabilities: almost a decade of relevant R&D - - Ten patents and 45+ technology licenses from Intel - - Excalibur video and text management systems (C) 2000 Intel/Excalibur Building the New Company: The New Company (continued) - - Approximately 300 employees worldwide with excellent balance - - Experienced management team, technical and business - - Strong sales channels with access to over 400 customers and all major media senior management - - Time to market advantage in aggregating services - - $160 million in working capital Combined resources needed to be an Interactive Media Services market leader (C) 2000 Intel/Excalibur Positioning the New Company [GRAPHIC] Content Companies Service Developers [GRAPHIC] New Company Services - - Acquisition/Indexing - - Asset Management/Interactive Content Creation - - Business Model Support - - Content (scalable) Distribution Svcs. [GRAPHIC] Distribution Channels 5 . Akamai . Ibeam . Digital Island . Broadcast [GRAPHIC] Last Mile ISP Portals . AOL . @Home Cable . DSL . S6Kbps [GRAPHIC] Consumers Businesses (C) 2000 Intel/Excalibur Example: Sports League with Interactive Content Acquisition/Encoding/Indexing [GRAPHIC] Content captured, indexed, archived Asset Management/Interactive Content Creation [GRAPHIC] Content retrieved, edited, augmented, pre-processed Business Model Support [GRAPHIC] Content protected, edge distributed, eCommerce outsourced Interactive Media Distribution [GRAPHIC] Content packages delivered as PPV or advertiser-supported presentations (C) 2000 Intel/Excalibur Competitive Landscape Acquisition/Encoding/Indexing [GRAPHIC] Loudeye 6 Sonic Foundry Media Site Virage Verity Asset Management/Interactive Content Creation [GRAPHIC] Media Site Virage IXL Razorfish Business Model Support [GRAPHIC] Intertrust MS/Xerox Liquid Audio Interactive Media Distribution [GRAPHIC] Softcom Broadstream.com No competitor offers the complete solution (C) 2000 Intel/Excalibur Summary of Excalibur plus Intel's Interactive Media Services Merger Combined the two entities will have the people, technology, resources, customers, associations, and the vision to win a leading position in the Interactive Media Services Market. We are excited about this opportunity (C) 2000 Intel/Excalibur 7 Intel and Excalibur plan to file a joint proxy statement/prospectus and other relevant documents concerning the merger with the Securities and Exchange Commission (the "Commission"). WE URGE INVESTORS AND STOCKHOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain free copies of these documents at the Commission's website at www.sec.gov. INVESTORS AND STOCKHOLDERS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Intel, Excalibur and their respective officers and directors may be deemed to be participants in the solicitation of proxies from their stockholders with respect to the transactions contemplated by the agreement and plan of reorganization. Information concerning the participants in the solicitation will be set forth in the joint proxy statement/prospectus when it is filed with the Commission. This release contains forward-looking statements, which are based upon current expectations or beliefs, as well as a number of assumptions about future events. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, business and economic conditions and growth in the computing industry, continued success in technological advances, costs related to the proposed merger, the inability to obtain governmental approval of the proposed merger, substantial delay in the expected closing of the merger and the risk that Intel's and Excalibur's businesses will not be integrated successfully, any of which may cause actual results to differ materially from those described in the statements. In addition to the factors discussed above, other factors that could cause actual results to differ materially are discussed in Intel's and Excalibur's most recent Form 10-Q and Form 10-K filings with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----