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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 1997
CENTURA SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
0-21010
(Commission File Number)
California 94-2874178
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation)
975 Island Drive, Redwood Shores, California 94065
(Address of principal executive offices, with zip code)
(650) 596-3400
(Registrant's telephone number, including area code)
Formerly Gupta Corporation, 1060 Marsh Road, Menlo Park, California 94025
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 8, 1997, Centura Software Corporation (the "Company")
issued a press release announcing certain management changes, including the
appointment of a new chief executive officer, chief financial officer and
vice president of marketing. A copy of the Company's press release is
attached as Exhibit 99.3 hereto and incorporated by reference herein.
In connection with the appointment of the three new executives, the
Company has entered into a two-year management contract with Hickey & Hill,
Inc., aligning the interests of the new executives with the creation of
shareholder value. Under the management contract, the executives will be
compensated as a group at the rate of $70,000 per month for the first two
months under the contract and at the rate of $50,000 per month thereafter. In
addition, the Company has granted to the executives as a group total options
to purchase 1,500,000 shares of common stock at a price of $1.906 per share.
The options vest in increments of 25% every six months, with accelerated
vesting in the event the Company is acquired.
ITEM 7. EXHIBITS.
Exhibit Number Description
99.3 Press Release dated December 8, 1997
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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 hereunto duly authorized.
CENTURA SOFTWARE CORPORATION
Date: December 9, 1997 By: /s/ John Bowman
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John Bowman
Vice President of Finance and
Administration and Chief Financial
Officer
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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99.3 Press Release dated December 8, 1997 5
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EXHIBIT 99.3
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"CENTURA ANNOUNCES MANAGEMENT CHANGES THAT SUPPORT COMPANY'S
STRATEGIC REPOSITIONING"
COMPANY WILL FOCUS ON PROVIDING EMBEDDED DATABASES AND APPLICATION
DEVELOPMENT TOOLS FOR OPEN DEVELOPMENT PLATFORMS
REDWOOD SHORES, CA. -- (BUSINESS WIRE) -- DEC. 8, 1997 -- Centura Software
Corporation (NASDAQ:CNTR/formerly Gupta Technologies) announced today changes
to its senior management team and Board of Directors. These appointments
coincide with the Company's repositioning and new focus on delivering
embedded databases and application development tools to its expanding customer
base.
Centura has appointed Scott Broomfield as chief executive officer and member
of the Board of Directors, John Bowman as chief financial officer and Kathy
Lane as vice president of marketing, effective immediately.
Along with the management changes the Company announced two additions to its
Board of Directors. Joining the Centura Board are Jack King, chief executive
officer of Zitel Corporation and Philip Koen, Jr., chief financial officer of
PointCast.
The new team replaces Richard Gelhaus, Centura's former CFO and William Grabe
and Max Hopper, who were previously on the Centura Board. Former CEO, Sam
Inman, will remain on the Board of Directors and Earl Stahl, Centura's CTO,
will now function as a strategic advisor and consultant. He retains his
position as a member of the Board of Directors. The Company has retained an
executive search firm to recruit a new CTO/VP of Engineering.
"In the short time we've been involved at Centura, we've observed Centura
products are technologically competitive, not only in the existing
client/server world but in the emerging market for Web applications and in
mobile computing", said Scott Broomfield, Centura's new chief executive
officer. "We intend to implement sales and marketing programs that make our
products visible to our target markets, Independent Software Developers and
corporate application developers. These developers are seeking solutions we
can provide, including the robust performance of an embedded database
operating in a small memory footprint that does not require a database
administrator."
"Centura has an installed base of over 1 million end users who are now using
applications with embedded Centura products", said Kathy Lane, vice
president, marketing. "A review of customers using Centura to develop and
deliver software applications attests to the viability and competitiveness of
our products. These customers include: UPS, who has embedded SQLBase in the
UPS tracking software; ADP, which uses SQLWindows and SQLBase in their
desktop
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payroll product; and DeutscheBank which offers remote banking services using
Centura products."
ABOUT CENTURA SOFTWARE
Since its inception in 1984, Centura has enjoyed a rich history of
innovation, creating the first client/server DBMS for PCs. Its current
product lineup includes an embedded database, SQLBase, and application
development tools, SQL Windows, Centura Team Developer, and Quest/Web. Today,
Centura has 26 offices around the world, supports hundred thousands of
developers who embed our tools in applications used by more than 1 million
end users. Today, Centura is moving our client/server products to the new
world of the intranet and the Internet. Centura products are all Year 2000
compliant.
For more information:
Centura Software Corp.
Scott Broomfield
Chief Executive Officer
650/596/3400
www.centurasoft.com
Miller Shandwick Technologies
Lisa J. Kelaita
Senior Vice President & General Manager
650-962-9550
[email protected]
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