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Excalibur Technologies Corp · 10-K/A · For 1/31/96

Filed On 6/13/96 · SEC File 0-09747 · Accession Number 316222-96-20

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 6/13/96  Excalibur Technologies Corp       10-K/A      1/31/96    1:11

Amendment to Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Annual Report                                         11     59K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Compensation Committee Interlocks and Insider Participation Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management
1	1st Page
2	Item 10. Directors and Executive Officers of the Registrant
3	Item 11. Executive Compensation
7	Compensation Committee Interlocks and Insider Participation
8	Item 12. Security Ownership of Certain Beneficial Owners and Management
10	Item 13. Certain Relationships and Related Transactions

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         UNITED STATES
        SECURITIES AND EXCHANGE COMMISSION
        WASHINGTON, D.C. 20549

         FORM 10-K/A

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE  
ACT OF 1934 [FEE REQUIRED]                                          

For the Fiscal Year Ended   January 31, 1996                        

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]                              

For the transition period from                 to                   

         Commission File Number 0-9747

        EXCALIBUR TECHNOLOGIES CORPORATION
        (Exact name of registrant as specified in its charter)

  Delaware                              85-0278207
(State or other jurisdiction of               (I.R.S. Employer      
incorporation or organization)               Identification No.)    

1921 Gallows Road, Suite 200, Vienna, Virginia  22182   
(Address of principal executive offices)      (Zip Code)

        Registrant's telephone number, including area code: (703) 761-3700

        Securities registered pursuant to Section 12(b) of the Act
        None

        Securities registered pursuant to Section 12(g) of the Act
        Common Stock
        (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.                                              
Yes   X       No  ____                                                  

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]                                                                

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant was approximately $228,840,167 as of April 19, 1996.                 

The number of shares of Common Stock,  $.01 par value,  outstanding  as of April
19, 1996 was 12,333,417.                                                        

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ITEM 10.  Directors and Executive Officers of the Registrant.                   

      The Board of  Directors  held 7  meetings  during  the  fiscal  year ended
January 31, 1996; the Committees of the Board of Directors held 20 meetings. The
average attendance in the aggregate of the total number of meetings of the Board
and the total number of Committee  meetings was 96%. Each director attended more
than 75% of the meetings of the Board of Directors.                             

     The Board of Directors has  established a number of  Committees,  including
the Audit  Committee,  the  Compensation  Committee  and the Stock  Option  Plan
Administration  Committee. The Audit Committee,  comprising three directors (Mr.
Diamond,  Chairman,  Dr.  King  and  Mr.  O'Reilly)  meets  with  the  Company's
management,   including  its  Chief   Financial   Officer  and  its  independent
accountants  several times a year to discuss  internal  controls and  accounting
matters,  the Company's financial  statements,  and the scope and results of the
auditing  programs of the independent  accountants.  The Audit Committee met six
times during fiscal 1996. The Compensation Committee, comprising three directors
(Mr.  Diamond,  Chairman,  Dr.  King and Mr.  O'Reilly)  administers  management
compensation  and  makes  recommendations  in  that  regard  to the  Board.  The
Compensation  Committee met two times during fiscal 1996.  The Stock Option Plan
Administration Committee comprising two directors (Mr. Diamond and Mr. O'Reilly)
administers   the   Company's   Stock  Option   Plan.   The  Stock  Option  Plan
Administration Committee met 12 times during fiscal 1996.                       

      Each non-employee  director, who is not an officer of the Company, is paid
$5,000 for each meeting of the Board or its Committees they attend, in person or
by  telephone,  up to a maximum of $20,000 per fiscal year.  Mr.  Crooks and Mr.
Diamond are not paid the foregoing  fees. All directors are reimbursed for their
expenses  in  attending  meetings  of  the  Board  or of  its  Committees.  Each
non-employee director receives options to purchase 25,000 shares of common stock
of Excalibur  upon joining the Board and additional  options to purchase  25,000
shares of common stock of Excalibur  after each  subsequent  five year period of
service as a member of the Board. The Chairman is granted  additional options to
purchase 25,000 shares of common stock of Excalibur upon being elected  Chairman
and after each subsequent five year period of service.                          

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Item 11.  Executive Compensation.                                               

Summary Compensation Table                                                      

      The following  table is the  compensation  paid by the Company for each of
the three years in the period  ended  January  31,  1996 to the Chief  Executive
Officer and each of the other four most  highly  compensated  current  executive
officers of the Company whose compensation exceeded $100,000:                   

                                                        · Enlarge/Download Table

                                                                      Long Term Compensation                
                                                                      ----------------------                
                        Annual Compensation                              Awards             Payouts         
                        -------------------                              ------             -------         
                                                         Other               Securities           All       
                                                         Annual  Restricted  Under-               Other     
                                                         Compen-   Stock     lying      LTIP      Compen-   
Name and Principal          Fiscal                       sation    Award     Option/   Payouts    sation    
Position                     Year  Salary($)  Bonus($)     ($)      ($)      SARs(#)     ($)       ($)      
------------------           ----  ---------  --------    -----    -----     -------   ------    -----------
                                                                                                            
Patrick C. Condo             1996   146,833    46,128      --        --      200,000     --      131,862 (1)
Chief Executive              1995    94,633    73,856      --        --       75,000     --         --      
 Officer and                 1994    73,333    30,668      --        --       15,000     --         --      
 President                                                                                                  

Edwin R. Addison (2)         1996    87,500    78,250      --        --       40,000     --         --      
Executive Vice                                                                                              
 President                                                                                                  

James H. Buchanan (3)        1996    51,705      --        --        --      100,000     --       50,000 (9)
Vice President, Chief                                                                                       
 Financial Officer,                                                                                         
 Secretary and                                                                                              
 Treasurer                                                                                                  

James W. Dowe III            1996   125,000      --        --        --         --       --         --      
Chief Scientist              1995   125,000      --        --        --         --       --         --      
                             1994   125,000      --        --        --         --       --         --      

J. M. Kennedy (4)            1996   200,000    33,000      --        --         --       --        4,923 (6)
                             1995   225,000    20,000      --        --         --       --      124,178 (7)
                             1994   250,000   145,000      --        --         --       --       86,547 (8)

David Lambert (5)            1996    64,787    63,000      --        --       50,000     --       10,000 (9)
                             1995   125,000    41,875      --        --         --       --       24,000 (9)
                             1994   125,000    43,240      --        --       95,000     --       16,000 (9)

Mr.  Crooks,  the  Chairman of the  Company,  does not receive a salary or any                              
cash compensation.                                                                                          

                                    -3-                                                                     

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<FN>                                                                                                        
(1)  Reimbursed relocation payments of $78,194 and reimbursed taxes $53,668.                                

(2)  Mr. Addison  joined the Company on July 20, 1995 when the Company  acquired                            
     ConQuest Software, Inc.                                                                                

(3)  Mr. Buchanan joined the Company on September 13, 1995.                                                 

(4)  Mr.  Kennedy  resigned as Chief  Executive  Officer in November,  1995 as a                            
     consequence of a stroke which he suffered in August, 1995.                                             

(5)  Mr. Lambert resigned as Chief Financial Officer,  Secretary and Treasurer                              
     as of June 16, 1995.                                                                                   

(6)  Reimbursed relocation expense of $2,569 and reimbursed taxes of $2,354.                                

(7)  Reimbursed commuting expenses of $13,282,  relocation expenses of $54,528                              
     and reimbursed taxes of $56,368.                                                                       

(8)  Reimbursed commuting expenses of $42,754 and reimbursed taxes of $43,793.                              

(9)  Reimbursed relocation expenses.                                                                        
</FN>                                                                                                       
                                                        · Enlarge/Download Table


Option Grants in Last Fiscal Year                                                             
                                                                      Potential Realizable    
                  Individual Grants                                     Value at Assumed      
                  -----------------                                      Annual Rates of      
                            % of Total                                     Stock Price        
                             Options                                     Appreciation for     
                            Granted to      Exercise                        Option Term       
               Options      Employees in     or Base      Expiration        -----------       
Name           Granted (#)   Fiscal Year      Price          Date        5% ($)       10% ($) 
----           -----------   -----------  --------------   ---------  -----------   ----------
                                                                                              
Patrick C.                                                                                    
  Condo        200,000 (1)      21.9%   100,000 - $12.41    6/2/2005     $780,460   $1,977,830
                                        100,000 - $15.97   11/1/2005   $1,004,340   $2,545,210

Edwin R.                                                                                      
  Addison       40,000 (1)       4.4%             $15.23   7/20/2005     $383,122     $970,908

James H.                                                                                      
  Buchanan     100,000 (1)      11.0%    30,000 - $16.85   9/13/2005     $317,907     $805,638
                                         70,000 - $15.97   11/1/2005     $703,038   $1,781,647
James W.                                                                                      
  Dowe III           0            --                 --       --              --           -- 

J. M.                                                                                         
  Kennedy (2)        0            --                 --       --              --           -- 

David                                                                                         
  Lambert (3)   50,000 (1)       5.5%              $7.44   2/02/2005     $233,950     $592,872

                                    -4-                                                       

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<FN>                                                                                          
(1)  These options vest in equal 12-1/2% increments every six months.                         

(2)  Mr. Kennedy resigned as an employee of the Company in November, 1995, as a               
     consequence of the stroke he suffered in August, 1995.                                   

(3)  Mr. Lambert resigned as an employee of the Company as of June 16, 1995.                  
</FN>                                                                                         

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values       

      The following table sets forth, for each of the executive officer names in
the Summary  Compensation Table above, each exercise of stock options during the
fiscal year ended  January  31,  1996,  and the  year-end  value of  unexercised
options:                                                                        

                                                        · Enlarge/Download Table


                                               Number of Securities      Value of       
                                                    Underlying          Unexercised     
                                                    Unexercised         In-the-Money    
                                                   Options/SARS at    Options/SARS at   
                       Shares                    Fiscal Year-End(#)  Fiscal Year-End($) 
                     Acquired on                    Exercisable/       Exercisable/     
      Name           Exercise(#)  Value Realized   Unexercisable      Unexercisable (1) 
----------------     -----------  --------------  ----------------    ------------------
                                                                                        
Patrick C. Condo         0             0                300,000      $840,700/$3,947,200
                                                 33,750/266,250                         

Edwin R. Addison         0             0                192,526      $4,128,062/$446,950
                                                 157,526/35,000                         

James H. Buchanan        0             0                100,000             0/$1,176,600
                                                      0/100,000                         

James W. Dowe III     20,000        $443,025            175,000             $2,895,750/0
                                                      175,000/0                         

J. M. Kennedy(2)     160,000      $4,331,936            175,000             $1,921,500/0
                                                      175,000/0                         

David Lambert (3)     36,250        $127,113                0/0                      0/0

<FN>                                                                                    
(1)   The closing price of the Company's  common stock on January 31, 1996,  the        
      last trading day of the Company's fiscal year, was $28.00 per share.              

(2)   Mr. Kennedy's employment was terminated in November 1995 as a result of a         
      stroke which he suffered in August, 1995.                                         

(3)   Mr. Lambert resigned as an employee of the Company as of June 16, 1995.           
</FN>                                                                                   

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Report of the Compensation Committee                                            

      The following is the Report of the Compensation  Committee of the Board of
Directors,  describing the compensation policies and rationale applicable to the
Company's  executive  officers  with  respect to the  compensation  paid to such
executive  officers for the fiscal year ended January 31, 1996 (the  information
contained in the report shall not be deemed to be "soliciting material" or to be
"filed"  with the  Securities  and  Exchange  Commission  (SEC) nor  shall  such
information  be  incorporated  by  reference  into any future  filing  under the
Securities  Act of 1933,  as amended (the  Securities  Act),  or the  Securities
Exchange Act of 1934, as amended (the Exchange  Act),  except to the extent that
the Company specifically incorporates it by reference into such filing):        

     As members of Compensation  Committee,  it is our duty to set  compensation
policies  applicable  to the  Company's  executive  officers and to evaluate the
performance of the Company's executive officers.                                

     The compensation policy of the Company is that a substantial portion of the
annual compensation of each executive officer should relate to and be contingent
upon the performance of the Company,  as well as the individual  contribution of
each executive officer. Under the Company's bonus scheme, bonuses are paid based
upon the Company attaining certain sales, expense and profitability goals and on
each  officer's  individual  contribution  to the  Company's  attainment of such
goals.                                                                          

     Mr.  Kennedy's  base  salary  for  fiscal  1996  was  $200,000,  which  was
determined by negotiation  between Mr.  Kennedy and the Company.  For the fiscal
year ended January 31, 1996, Mr. Kennedy was paid $33,000 for the achievement of
certain  goals  during the fiscal  year ended  January  31,  1996.  Mr.  Kennedy
suffered  a stroke in  August,  1995 and Pat Condo was then  elected to serve as
Chief Executive Officer. Mr. Kennedy resigned as an employee in November,  1995.
His  employment  agreement  provided that he be paid at the rate of $200,000 per
annum until January 31, 1997.                                                   

     Mr.  Condo's base salary for fiscal 1996 was $150,000 per annum,  which was
increased to $200,000 as of February 1, 1996.  Mr. Condo's salary was determined
by negotiation between Mr. Condo and the Company. Mr. Condo was paid $46,128 for
the achievement of certain goals during the fiscal year January 31, 1996.  Forty
percent of Mr. Condo's potential bonus was based on the achievement of quarterly
revenue goals; forty percent of his potential bonus was based on the achievement
of  profitability  goals and twenty percent was awarded at the discretion of the
Compensation Committee of the Board of Directors.                               

     During fiscal 1996,  the Committee also  considered  stock option grants to
each of the executive  officers of the Company.  If the officer  received  stock
options,  it was based on his  responsibilities  and  relative  position  in the
Company.  These  grants were  approved by the Stock  Option Plan  Administration
Committee which includes Mr. Diamond and Mr. O'Reilly and which  administers the
Company's Incentive Plan.                                                       

     No member of the  Compensation  Committee is a former or current officer or
employee of the Company or any of its subsidiaries.                             

Compensation Committee:     Jay H. Diamond                                  
Philip J. O'Reilly  
W. Frank King III   

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Compensation Committee Interlocks and Insider Participation                     

      Jay H.  Diamond,  a Director of the Company is a member of the law firm of
Tenzer Greenblatt LLP, New York, New York, which is performing legal services in
the  current  fiscal  year.  During the fiscal  year ended  January 31, 1996 Mr.
Diamond was a member of the law firm of Holtzmann, Wise & Shepard, New York, New
York.  The fees  paid to  Holtzmann,  Wise & Shepard  did not  exceed 5% of such
firm's gross revenues for its last full fiscal year.                            

Performance Graph                                                               

      The  following  graph is a comparison  of the  cumulative  total return to
shareholders of the Company's Common Stock at January 31, 1996 since February 1,
1991 to the  cumulative  total  return over such period of (i) the NASDAQ  Stock
Market-U.S.,  and (ii) the  Standard & Poor's High Tech  Composite,  assuming an
investment  in each of  $100  on  February  1,  1991  and  the  reinvestment  of
dividends.  The  information  contained  in the  Performance  Graph shall not be
deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such
information  be  incorporated  by  reference  into any future  filing  under the
Securities  Act or the  Exchange  Act,  except to the  extent  that the  Company
specifically incorporates it by reference into such filing.                     

(Cumulative Total Return graph appears here, plot points are as follows)

                                                                · Download Table


                                    Fiscal Year Ended January 31,          
                                    -----------------------------          
                          1991     1992     1993     1994     1995     1996
                                                                           
Excalibur Technologies                                                     
 Corporation              100     124       91       84       55      204  
NASDAQ Market Index       100     153      173      199      190      268  
Standard & Poor's High                                                     
 Technology Composite     100     107      112      137      153      227  

Employment Agreements                                                           

      On January 11, 1992, the Company entered into an Employment Agreement with
J. M. Kennedy,  which was subsequently amended in February 1993, September 1993,
and  February  1995 (as  amended,  the  Employment  Agreement).  The  Employment
Agreement provides that Mr. Kennedy will serve as Chief Executive Officer of the
Company until February 1, 1997.  Under the Employment  Agreement,  Mr. Kennedy's
annual salary is $200,000,  and he is eligible to receive  additional  incentive
compensation for achieving  performance goals set by the Compensation  Committee
of the Board of Directors.  Pursuant to the  Employment  Agreement,  Mr. Kennedy
received  stock  option  grants to purchase  175,000  shares of Common  Stock at
$17.02 per share and to purchase  60,000 shares at $1.00 per share.  Mr. Kennedy
suffered a stroke in August,  1995,  and as a  consequence  his  employment  was
terminated in November, 1995. Pursuant to the terms of his Employment Agreement,
he has been paid through January 31, 1997.                                      

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      On July 20, 1995,  the Company  entered into an Employment  Agreement with
Edwin  Addison  which  provides  that Mr.  Addison will serve as Executive  Vice
President  of the Company  until July 20, 1997 at an annual  salary of $150,000.
Mr. Addison is eligible to receive  additional  incentive  compensation upon the
achievement  of  certain  goals  by the  Company.  Pursuant  to  his  employment
agreement Mr. Addison received options to purchase 40,000 shares of Common Stock
at an exercise price of $15.23 per share.                                       

Item 12.  Security Ownership of Certain Beneficial Owners and Management.       

  The following table sets forth, as of May 10, 1996, information concerning the
ownership of Common Stock of the Company of all persons  known to the Company to
beneficially own 5% or more of the Company's Common Stock,  each director of the
Company and all directors and executive officers of the Company as a group.     

                                                                · Download Table


                                                               Percent          
                                   Amount and Nature          of Class          
Name and Address                      of Beneficial         Beneficially        
of Beneficial Owner                  Ownership (1)             Owned            
-------------------                  -------------             -----            
                                                                                
Allen & Company Incorporated       3,187,846(2)(3)             25.2%            
711 Fifth Avenue                                                                
New York, NY 10022                                                              

Richard M. Crooks, Jr                367,850(4)                 3.0%            

Patrick C. Condo                      83,750(5)                  *              

Edwin R. Addison                     509,127(6)                 4.0%            

J. M. Kennedy                        175,200(7)                 1.4%            

James W. Dowe III                    175,492(8)                 1.4%            

Philip J. O'Reilly                    30,000(9)                  *              

Jay H. Diamond                        25,000(10)                 *              

W. Frank King III                     13,000(11)                 *              

All directors and                                                               
 executive officers                1,386,919(12)               10.6%            
 as a group (9 persons)                                                         

                                    -8-                                         

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<FN>                                                                            
*    Represents less than one percent of the outstanding common stock.          

(1)  To the  Company's  knowledge,  each  person  listed  has  sole  voting  and
     investment power as to the shares indicated, except as described below.    

(2)  Does not include  1,484,132  shares owned by persons,  including Mr. Crooks
     and  entities  which,  together with Allen & Company  Incorporated,  may be
     considered  a "group,"  as such term is  defined  by  Section  13(d) of the
     Securities  Exchange Act of 1934, because many of these persons or entities
     are Allen stockholders,  officers,  directors or relatives of the foregoing
     (as reported on Schedule 13D filed with the  Commission  on April 8, 1994).
     No person or entity  included in this possible  "group," with the exception
     of Allen & Company Incorporated,  owns 5% or more of the outstanding common
     stock.                                                                     
(3)  Includes  271,800 shares of common stock issuable upon conversion of 27,180
     shares of the Company's cumulative convertible preferred stock.            

(4)  Includes (a) 50,000  shares of common stock owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $16.10 per share  expiring June 28, 2000 and (b) 50,000 shares of common
     stock  issuable upon exercise of stock options of the Company at a price of
     $20.56 per share expiring  November 27, 2005. Does not include shares owned
     by Allen & Company Incorporated, of which Mr. Crooks is a director.        

(5)  Includes  (a) 8,750 shares of common  stock owned  beneficially  but not of
     record  upon  exercise  of stock  options  at a price of  $12.40  per share
     expiring  November  13,  2002;  (b)  9,375  shares of  common  stock  owned
     beneficially but not of record upon exercise of stock options at a price of
     $11.64 per share,  expiring  January 4, 2004;  (c) 28,125  shares of common
     stock owned  beneficially  but not of record upon exercise of stock options
     at a price of $6.34 per share, expiring December 6, 2004; (d) 25,000 shares
     of  common  stock  owned  beneficially  but not of  record,  issuable  upon
     exercise of stock options at a price of $12.41 per share,  expiring June 2,
     2005; and (e) 12,500 shares of common stock owned  beneficially  but not of
     record,  issuable  upon  exercise of stock options at a price of $15.97 per
     share expiring November 1, 2005.                                           

(6)  Includes (a) 127,767 shares of common stock owned  beneficially  but not of
     record,  issuable  upon  exercise of stock  options at a price of $1.04 per
     share,  expiring  April 30, 1997;  (b) 13,732  shares of common stock owned
     beneficially but not of record,  issuable upon exercise of stock options at
     a price of $2.07 per share  expiring  June 30, 1997;  (c) 11,027  shares of
     common stock owned  beneficially but not of record,  issuable upon exercise
     of stock options at a price of $4.14 per share expiring  December 31, 1998;
     and (d) 5,000 shares of common stock owned  beneficially but not of record,
     issuable  upon  exercise  of stock  options  at a price of $15.23 per share
     expiring July 20, 2005.                                                    

(7)  Includes  175,000  shares of common  stock  owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $17.02 per share, expiring January 11, 2002.                            

                                    -9-                                         

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(8)  Includes (a) 100,000 shares of common stock owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $8.125 per share,  expiring  May 17, 1999;  (b) 50,000  shares of common
     stock owned beneficially but not of record, issuable upon exercise of stock
     options of the  Company at a price of $15.95  per share,  expiring  July 1,
     2000;  (c) 25,000  shares of common  stock  owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $15.75 per share, expiring May 8, 2001.                                 

(9)  Includes  25,000  shares  of common  stock  owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $13.00 per share expiring March 12, 2003.                               

(10) Includes  25,000  shares  of common  stock  owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $11.50 per share expiring February 28, 2004.                            

(11) Includes  13,000  shares  of common  stock  owned  beneficially  but not of
     record,  issuable  upon exercise of stock options of the Company at a price
     of $12.50 per share, expiring July 2, 2002.                                

(12) Includes  766,776  shares of common  stock  owned  beneficially  but not of
     record, issuable upon exercise of stock options of the Company.            
</FN>                                                                           

Item 13.  Certain Relationships and Related Transactions.                       

       Richard M.  Crooks,  Jr.,  the  Chairman of the Board of Directors of the
Company, is a director of and consultant to Allen & Company Incorporated.       

       In March,  1996 the  Company  completed  a private  placement  of 350,000
shares of its  common  stock at a price of  $25.00  per  share.  Allen & Company
Incorporated served as placement agent and was paid a fee of $350,000.          

       The  Company's  policy is that it will not make  loans to, or enter  into
other  transactions with directors,  officers or affiliates unless such loans or
transactions   are  approved  by  a  majority  of  the   Company's   independent
disinterested  directors, may reasonably be expected to benefit the Company, and
will be on terms no less  favorable to the Company  than could be obtained  from
unaffiliated third parties. The Company believes that the transactions set forth
herein were made on terms no less favorable to the  Company than could have been
obtained from unaffiliated third parties.                                       

       The Company has adopted  provisions in its  Certificate of  Incorporation
that limit the liability of its directors  for monetary  damages  arising from a
breach of their  fiduciary  duty as  directors,  except to the extent  otherwise
required by the Delaware  General  Corporation Law. Such limitation of liability
does not affect the availability of equitable remedies such as injunctive relief
or rescission.                                                                  

       See also "Compensation  Committee  Interlocks and Insider  Participation"
above.                                                                          

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    SIGNATURES

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.                                         

Date:  June 13, 1996                                                            
              EXCALIBUR TECHNOLOGIES CORPORATION
    (Registrant)

    By: /s/James H. Buchanan
    ------------------------
     James H. Buchanan
Secretary   

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K/A Filing	Date	First	Last	Other Filings

	1/11/92	7
	4/8/94	9
	6/16/95	4	5
	7/20/95	4	8	8-K, 8-K/A
	9/13/95	4
For The Period Ended	1/31/96	1	7	10-K, NT 10-K
	2/1/96	6
	4/19/96	1
	5/10/96	8
Filed On / Filed As Of	6/13/96	11		10-Q
	1/31/97	6	7	10-K
	2/1/97	7
	4/30/97	9		10-Q
	6/30/97	9
	7/20/97	8
	12/31/98	9
	5/17/99	10
	6/28/0	9
	7/1/0	10
	5/8/1	10
	1/11/2	9
	7/2/2	10
	11/13/2	9
	3/12/3	10
	1/4/4	9
	2/28/4	10
	12/6/4	9
	6/2/5	9
	7/20/5	9
	11/1/5	9
	11/27/5	9

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Excalibur Technologies Corp · 10-K/A · For 1/31/96

Filed On 6/13/96 · SEC File 0-09747 · Accession Number 316222-96-20

Amendment to Annual Report · Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Annual Report · Form 10-K
Filing Table of Contents