<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
________________________________________________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Gupta Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
0004032341
(CUSIP Number)
Raymond L. Ocampo, Jr.
Senior Vice President, General Counsel
and Corporate Secretary
Oracle Systems Corporation
500 Oracle Parkway
Redwood City, California 94065
(415) 506-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Michael J. Kennedy, Esq.
Shearman & Sterling
555 California Street, Suite 2000
San Francisco, California 94104
Telephone: (415) 616-1100
July 8, 1994
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [x].
This Report contains 10 pages. Page 1 of 10 Pages
<PAGE> 2
CUSIP No. 13D Page 2 of 10 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oracle Systems Corporation
IRS Employer Identification Number: 94-2871189
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a) N/A
[ ] (b) N/A
(3) SEC Use Only ______________________________________________________
___________________________________________________________________
(4) Source of Funds (See Instructions) WC
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). [X]
(6) Citizenship or Place of Organization Delaware
<TABLE>
<S> <C>
____________
Number of (7) Sole Voting Power 915,500
Shares
Beneficially (8) Shared Voting Power _______________________________
Owned by ___________________________________________________
Each (9) Sole Dispositive Power 915,500
Reporting ___________________________________________________
Person (10) Shared Dispositive Power __________________________
With ___________________________________________________
____________
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 915,500
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11) 7.7%
(14) Type of Reporting Person (See Instructions) CO
<PAGE> 3
CUSIP No. 13D Page 3 of 10 Pages
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, no par value (the "Common Stock"), of Gupta
Corporation, a California corporation (the "Issuer"), with its principal
executive offices located at 1060 Marsh Road, Menlo Park, California 94025.
Item 2. Identity and Background.
This statement is being filed by Oracle Systems Corporation ("Oracle"), a
Delaware corporation. The principal office of Oracle is located at 500 Oracle
Parkway, Redwood City, California 94065. Oracle is in the business of
designing, developing, marketing and supporting computer software products with
a wide variety of uses, including database management and network products,
applications development productivity tools and end user applications.
The directors and executive officers of Oracle are set forth on Schedule I
attached hereto. Schedule I sets forth the following information with respect
to each such person:
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and
(iv) citizenship.
Unless otherwise indicated, all positions are with Oracle.
During the last five years, neither Oracle, nor, to the best knowledge of
Oracle, any person named in Schedule I attached hereto in his capacity as a
director or officer of Oracle, has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or
finding any violation with respect to such laws, except as follows:
On September 24, 1993, the Securities and Exchange Commission concluded a
private investigation into disclosure, accounting, and trading issues at the
Company by filing a complaint in the United States District Court, Northern
District of California. The
<PAGE> 4
CUSIP No. 13D Page 4 of 10 Pages
complaint alleged violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of
the Securities Exchange Act of 1934 and Rules 12b-20, 13a-13 promulgated
thereunder, which impose certain financial disclosure and internal
recordkeeping obligations on the Company. The Commission alleged that the
Company issued inaccurate financial reports during the period from August 1989
through November 1990 due to inadequate internal accounting controls. The
complaint did not allege fraud or intentional wrongdoing.
Without admitting any wrongdoing, the Company agreed to conclude the matter
by consenting to entry of a final judgment, enjoining future violations of
those sections and rules, and imposing a civil penalty of $100,000. The
penalty was paid on October 27, 1993. The final judgment was approved and
entered by the Court on October 20, 1993.
Item 3. Source and Amount of Funds or Other Consideration.
Oracle's purchases of the Common Stock to which this Statement as Schedule
13D relates (the "Securities") were funded out of Oracle's working capital.
Item 4. Purpose of Transaction.
Oracle has acquired the Securities because it believes that the
Securities represent an attractive investment opportunity. Oracle has entered
into to discussions with the management of the Issuer regarding possible
additional investments by Oracle in equity securities of the Issuer, transfer
of some or all of the assets of the Issuer to Oracle, the merger of Oracle and
the Issuer or other transactions in which Oracle would acquire control of the
Issuer.
Oracle will continue to evaluate its investment in the Issuer on the basis
of various factors, including the Issuer's business, financial condition,
results of operations and prospects, general economic and industry conditions,
the securities markets in general and those for the Issuer's securities in
particular, as well as other developments and investment opportunities. Based
upon such evaluation, Oracle will take such actions in the future as Oracle may
deem appropriate in light of the circumstances existing from time to time. If
Oracle believes that further investment in the Issuer is warranted, whether
because of the market prices of the Issuer's securities or otherwise, it may
acquire shares of Common Stock or other securities of the Issuer, either in the
open market or in privately negotiated transactions. Similarly, depending on
market and other factors, Oracle may determine to dispose of some or all of the
Common Stock currently owned by Oracle or otherwise acquired by Oracle, either
in the open market or in privately negotiated transactions.
Except as set forth above, Oracle has not formulated any plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate
<PAGE> 5
CUSIP No. 13D Page 5 of 10 Pages
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's charter or bylaws or
other or instrument corresponding thereto or other action which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of the
Issuer's securities to be deregistered or delisted, (i) a class of equity
securities of the Issuer becoming eligible for termination of registration or
(j) any action similar to any of those enumerated above. Oracle, however
reserves the right, either individually or together with one or more of the
other shareholders of the Issuer, to determine in the future to take or cause
to be taken one or more of such actions.
Item 5. Interest in Securities of the Issuer.
As of July 18, 1994, Oracle holds 915,500 shares of Common Stock,
representing approximately 7.7% of the 11,915,109 shares of Common Stock
outstanding as of May 10, 1994 as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994. To the best of Oracle's
knowledge, no other person named in Item 2 above beneficially owns any of the
Issuer's Common Stock.
During the 60 days prior to the date hereof, Oracle has effected the
following purchases of Common Stock, all of which were market purchases:
<TABLE>
<CAPTION>
Number of Price
Date Shares Per Share
---- ------------ ---------
<S> <C> <C>
June 10, 1994 85,000 10.7500
June 13, 1994 150,000 11.0250
June 14, 1994 113,000 11.1250
June 15, 1994 72,500 11.8001
June 16, 1994 35,000 12.0001
June 17, 1994 45,000 11.9446
June 20, 1994 20,000 12.0000
June 20, 1994 5,000 12.0008
June 21, 1994 35,000 11.9911
June 23, 1994 5,000 12.0008
July 7, 1994 65,000 8.1538
July 8, 1994 100,000 8.7125
July 11, 1994 60,000 9.4792
July 13, 1994 25,000 10.0002
July 14, 1994 100,000 10.4910
</TABLE>
<PAGE> 6
CUSIP No. 13D Page 6 of 10 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Oracle has not entered into any contracts, arrangements,
understandings or relationships with respect to the Common Stock.
Item 7. Material to Be Filed as Exhibits.
No materials are required to be filed as exhibits to this
report on Schedule 13D.
<PAGE> 7
CUSIP No. 13D Page 7 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.
July 18, 1994
ORACLE SYSTEMS CORPORATION
By /s/ Raymond L. Ocampo, Jr.
Name: Raymond L. Ocampo, Jr.
Title: Senior Vice President,
General Counsel and
Corporate Secretary
<PAGE> 8
CUSIP No. 13D Page 8 of 10 Pages
Schedule I
The name and principal occupation of each of the executive
officers and directors of Oracle Systems Corporation are set forth below.
Unless otherwise noted, the business address of each of these persons is 500
Oracle Parkway, Redwood City, California 94065
<TABLE>
<CAPTION>
Position Principal
Name with Oracle Occupation Citizenship
<S> <C> <C> <C>
Lawrence J. Ellison President, Chief Same U.S.A.
Executive Officer and
Director
James A. Abrahamson Director and Chairman of Same U.S.A.
the Board
Jeffrey O. Henley Executive Vice President Same U.S.A.
and Chief Financial
Officer
Raymond J. Lane Executive Vice President Same U.S.A.
and President, Oracle USA
Raymond L. Ocampo, Jr. Senior Vice President, Same U.S.A.
General Counsel and
Corporate Secretary
Thomas A. Williams Vice President and Same U.S.A.
Corporate Controller
</TABLE>
<PAGE> 9
CUSIP No. 13D Page 9 of 10 Pages
<TABLE>
<CAPTION>
Position Principal
Name with Oracle Occupation Citizenship
<S> <C> <C> <C>
Donald L. Lucas (1) Director Venture Capitalist and U.S.A
Director of Cadence Design
Systems, Inc., Delphi
Information Systems, Inc.,
ICOT Corporation, Kahler
Corporation, Quantum Health
Resources, Inc., Tri Care,
Inc. and Tricord Systems,
Incorporated
Joseph B. Costello (2) Director President, Chief Executive U.S.A.
Officer and Director of
Cadence Design Systems, Inc.
Delbert W. Yocam (3) Director President, Chief Operating U.S.A.
Officer and Director of
Tektronix, Inc. and
Director of Adobe Systems
Incorporated and AST
Research, Inc.
Michael J. Boskin (4) Director Tully M. Friedman Professor U.S.A.
of Economics and Senior
Fellow, Hoover Institution,
Stanford University, and
Adjunct Scholar of the
American Enterprise
Institute, Research
Associate at the National
Bureau of Economic
Research, and Member, Panel
of Advisors of the
Congressional Budget Office.
</TABLE>
<PAGE> 10
CUSIP No. 13D Page 10 of 10 Pages
_______________________
(1) Mr. Lucas's business address is
3000 Sand Hill Road
Building 3, Suite 210
Menlo Park, CA 94025.
(2) Mr. Costello's business address is
Cadence Design Systems, Inc.
555 River Oaks Parkway, Building 3
San Jose, CA 95134.
(3) Mr. Yocum's business address is
Tektronix, Inc.
26600 South West Parkway 63-810
Wilsonville, OR 97070-1000.
(4) Dr. Boskin's business address is
Room 213 HHMB
Hoover Institution
Stanford University
Stanford, CA 94305-6010.
