<PAGE>
This document consists of 6 pages, of which this page is Number 1.
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report June 18, 1996
Commission File Number 0-21010
_________________
GUPTA CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2874178
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1060 Marsh Road
Menlo Park, California 94025
(415) 321-9500
(Registrant's telephone number, including area code)
-1-
<PAGE>
ITEM 5. OTHER EVENTS.
On June 17, 1996, Gupta Corporation (the "Company") issued a press
release announcing that the filing of its Annual Report on Form 10-K with
the Securities and Exchange Commission (the "Commission") would be further
delayed due to the fact that the Company's audit for the periods ended
December 31, 1993, December 31, 1994 and December 31, 1995 by Price
Waterhouse LLP was not yet complete. The Company had previously filed an
8K on April 17, 1996 announcing an initial delay. The Company also had
previously filed with the Commission and with the National Association of
Securities Dealers, Inc. on March 30, 1996 a Form 12b-25 indicating that
the Company would be unable to file its Form 10-K by March 30, 1996. A
copy of the Company's press release is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
ITEM 7. EXHIBITS.
Exhibit Number Description
99.1 Press Release dated June 17, 1996
-2-
<PAGE>
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 thereunto duly authorized.
GUPTA CORPORATION
By: /s/ Richard J. Heaps
Richard J. Heaps
Senior Vice President and General Counsel
Date: June 18, 1996
-3-
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number No.
- ------- ----
99.1 Press Release dated June 17, 1996 5
-4-
<PAGE>
[LOGO]
News Release
For more information contact:
Richard A. Gelhaus Centura on the World Wide Web
Chief Financial Officer http://www.centurasoft.com
Gupta Corporation
(415) 321-9500
Rebecca Kreps
Investor Relations
Gupta Corporation
(415) 617-4728
GUPTA CORPORATION (CENTURA SOFTWARE CORPORATION)
ANNOUNCES DELAY IN FILING 1995 FORM 10-K
MENLO PARK, CALIF., JUNE 17, 1996 -- Gupta Corporation (NASDAQ: GPTAe(1)),
now doing business as Centura Software Corporation, today announced that its
Annual Report on form 10-K for the year ended December 31, 1995 would not be
filed by June 15, 1996, as was previously anticipated. The Company currently
anticipates bringing its filings up-to-date by the time of its second quarter,
1996 reporting.
Dick Gelhaus, Chief Financial Officer of Gupta Corporation commented, "As
we have previously reported, the Company is in the process of re-auditing 1993
and 1994, in addition to 1995. The audit work for 1995 is now complete, but our
filings have been delayed while we finalize analysis of certain historical
contracts. However, none of this analysis affects our previously reported
profitable first quarter of 1996. We realize that the amount of time that these
audits have taken has caused some concern. I want to assure you that the audit
has uncovered no fraudulent accounting. Software is simply an industry with
complex transactions, and the audit will require some additional time."
(MORE)
- -------------------------
(1) Gupta Corporation began trading with a trailing E on May 7, 1996, as a
result of the Company's announcement on April 16, 1996 that it was delayed in
reporting its 1995 fiscal year end results due to on-going audits of its 1993,
1994 and 1995 fiscal year ends.
<PAGE>
Gelhaus added, "We realize the importance of timely filings to all of our
constituents, and I would like to assure you that every effort is being made,
both on the part of Price Waterhouse, and the Company to accomplish these
filings as quickly as possible."
Except for historical information contained herein, the matters set forth
in this news release are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements, including such factors,
among others, as potential fluctuations in quarterly results, rapid
technological changes, competition, dependence upon distribution channels,
market acceptance of PC client/server systems, international sales and
operations and volatility of stock price, and the risk factors set forth in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 and
its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 1995.
ABOUT GUPTA CORPORATION
(CURRENTLY DOING BUSINESS AS CENTURA SOFTWARE CORPORATION)
Founded in 1984, Gupta Corporation is traded on the NASDAQ exchange. Gupta
is a leading provider of Web and client/server development and deployment
software. Worldwide, more than 100,000 developers have licensed its award-
winning SQLWindows application development environment and more than a million
users have deployed its SQLBase database management system. The company's
customers include Automatic Data Processing (ADP), United Parcel Service, United
Airlines, Citibank, Singapore Airlines, Siemens-Nixdorf, Daimler-Benz, and Ford
Motor Company.
# # #
Centura, Centura Ranger, Gupta, the Gupta logo, Gupta Powered, the Gupta Powered
logo, Fast Facts, Quest, QuickObjects, SQL/API, SQLBase, SQLBase Ranger,
SQLConsole, SQLGateway, SQLHost, SQLNetwork, SQLRouter and SQLTalk are
trademarks of Gupta Corporation and may be registered in certain jurisdictions.
SQLWindows is a registered trademark and TeamWindows, ReportWindows and
EditWindows are trademarks exclusively used and licensed by Centura Software
Corporation. Microsoft, Win 32, Windows, Windows NT and Visual Basic are either
registered trademarks or trademarks of Microsoft Corporation in the United
States of America and/or other countries. Java is a trademark of Sun
Microsystems Inc. All other product or service names mentioned herein are
trademarks or registered trademarks of their respective owners.
