<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 1998
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. Employer
of incorporation) Identification No.)
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)
<PAGE>
ITEM 5. OTHER EVENTS.
On February 27, 1998, Centura Software Corporation (the "Company") issued
a press release announcing that it had closed both its $12.2 million note
conversion and its $2.5 million private placement of equity securities,
including $1 million from the management group. The note conversion
transaction resulted in the issuance of approximately 11.4 million shares of
the Company's Common Stock to new investors. Approximately 2.3 million
shares of Common Stock and five-year warrants to purchase 590,000 shares of
Common Stock were issued to purchasers in the private placement.
Concurrently, Computer Associates International, Inc. purchased a warrant for
500,000 shares of the Common Stock of the Company. On February 27, 1998, the
Company submitted a pro forma balance sheet to Nasdaq compliance officers to
demonstrate the Company's compliance with all continued inclusion
requirements of The Nasdaq SmallCap Market, including the net tangible assets
requirement. A copy of the Company's press release is attached as Exhibit
99.6 hereto and incorporated by reference herein.
On February 18, 1998, the Company issued a press release outlining the
general structure of the foregoing transactions. A copy of the Company's
press release is attached as Exhibit 99.7 hereto and incorporated by
reference herein.
A copy of the Company's pro forma balance sheet as of January 31, 1998
giving effect to the foregoing transactions is attached as Exhibit 99.8
hereto and incorporated by reference herein.
ITEM 7. EXHIBITS.
Exhibit Number Description
99.6 Press Release dated February 27, 1998
99.7 Press Release dated February 18, 1998
99.8 Pro Forma Balance Sheet for January 31, 1998
-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 hereunto duly authorized.
CENTURA SOFTWARE CORPORATION
Date: March 2, 1998 By: /s/ John Bowman
------------------------------
John Bowman
Vice President of Finance and Administration
and Chief Financial Officer
-3-
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number No.
- ------- ----
99.6 Press Release dated February 27, 1998
99.7 Press Release dated February 18, 1998
99.8 Pro Forma Balance Sheet for January 31, 1998
-4-
<PAGE>
EXHIBIT 99.6
------------
"CENTURA/GUPTA ANNOUNCES THE COMPLETION OF ITS
BALANCE SHEET RECAPITALIZATION"
CENTURA WILL HAVE OVER $4 MILLION IN POSITIVE TANGIBLE NET ASSETS AND MEET
CONTINUED LISTING REQUIREMENTS FOR THE NASDAQ SMALLCAP MARKET.
REDWOOD SHORES, CA. -- (BUSINESS WIRE) -- FEBRUARY 27, 1998 -- Centura
Software Corporation (NASDAQ: CNTRC / formerly Gupta Corporation) (the
"Company") announced today that it has completed both its $12.2 million note
conversion and its $2.5 million private placement of equity, including
approximately $1 million from the management group, thereby completing the
balance sheet recapitalization of the Company. The Company now meets or
exceeds ALL the NASDAQ SmallCap continued listing requirements, including the
$2 million minimum net tangible assets requirement. The Company expects that
the "C" in its ticker symbol will be removed and it will soon return to its
original ticker symbol of CNTR.
As part of the note conversion, the new investors have converted the $12.2
million note, consisting of principal and all accrued interest, which was
acquired from Computer Associates International, Inc., to equity for a total
of approximately 11.4 million shares of the Company's common stock. Further,
under the terms of the note conversion, the new stock will be fully
restricted and will not be registered for open market trading until the first
anniversary of the closing of this transaction. The new investors receive no
warrants in this transaction, although Computer Associates International,
Inc. has purchased five-year warrants exercisable for 500,000 shares of the
Company's common stock at an exercise price of $1.906 per share. For the
$2.5 million investment, the private placement investors received
approximately 2.3 million common stock shares, plus 590,000 five-year
warrants priced at $1.25 per share.
Centura also announced that Scott Broomfield (CEO), John Bowman (CFO) and
Kathy Lane (SVP of Marketing) have become full time employees of the Company
and that it has appointed Scott Broomfield as its new Chairman. He replaces
Mr. Sam Inman, who will remain as a director of the Company. Additionally,
as a part of the equity recapitalization, the Board membership will be
increased from 5 to 7; the 2 new Board designees will be Mr. Peter Micciche
and Mr. William Nicholas. They will begin their duties at the next regularly
scheduled Board meeting, and will join Scott Broomfield, Sam Inman, Earl
Stahl, Phillip Koen, Jr., and Jack King on the Board of Directors.
Mr. Micciche is currently the President of SceneWare Corporation, based in
Walnut Creek, California. SceneWare is a privately held software company
creating an exciting new generation visual applications in Java-TM-. Prior
to founding SceneWare, Mr. Micciche held positions as Vice President of North
America for The ASK Group and was President of Cognos Corporation.
Mr. Nicholas is currently the President of Integrated Consulting Services,
Inc., based in Pennsylvania. ICS specializes in providing clients tailored
solutions to complex problems in audit, tax and information technology.
Prior to founding ICS, Mr. Nicholas was senior partner at Ernst & Young
(E&Y), running E&Y's Northeast IT consulting practice.
"We are pleased that this stage of the Company's turn around effort is
complete," said Scott Broomfield, Centura's CEO. "We can now devote 100% of
our efforts to strategic opportunities
<PAGE>
and execution of our business plan. In 1998, we are looking forward to
continuing to provide our customers with new and innovative products and
improved services."
Centura recently reported fourth quarter 1997 operating income of $2.3
million (excluding one time restructuring charges of $0.5 million), or 15.7%
of $14.5 million in net revenue. Net income was $1 million, or $0.06 per
share on a fully diluted basis. Revenue for 1997 was $57.9 million with a
net loss of $0.6 million, or $(0.04) per share on a fully diluted basis.
ABOUT CENTURA SOFTWARE CORPORATION
Centura Software Corporation, founded as Gupta Corporation in 1984, was first
software developer to create a client/server fully relational DBMS for the
personal computer. Its product lineup includes the award winning SQLBase
embedded database, highly productive business application development tools
and an array of exciting Internet and connectivity products. Centura has 26
offices around the world, supporting thousands of developers who embed its
tools in applications used by more than 1 million end users. The Company's
client/server products are Web capable and mobile ready. Centura's new
products are Year 2000 compliant. Centura's current worldwide customers
include Deutsche Bank, Pemex, UPS, Mitsubishi, ADP, Chase Manhattan, Ford,
Softbank, Xerox and Seimans-Nixdorf. Further information on Centura Software
can be obtained by accessing the Company's Web site at www.centurasoft.com.
-------------------
Except for the historical information contained herein, the matters discussed
in this news release are forward looking statements that involve risks and
uncertainties, including the timely shipments of products, the effect of
competitive pressures and the other risks detailed from time to time in the
Company's SEC reports, including the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, the Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30 and September 30, 1997 and the Company's
earnings press release dated February 10, 1998, reporting its financial
results for the year ended December 31, 1997.
For more information:
Centura Software Corporation Miller Shandwick Technologies
Scott Broomfield Richard Burger
Chief Executive Officer Account Supervisor
650/596-3400 650-962-9550
www.centurasoft.com [email protected]
-6-
<PAGE>
EXHIBIT 99.7
------------
"CENTURA/GUPTA ANNOUNCES MAJOR INVESTMENT AND
COMPLETION OF ITS BALANCE SHEET RECAPITALIZATION"
COMPANY WILL REMOVE COMPUTER ASSOCIATES DEBT FROM ITS CAPITAL STRUCTURE,
CONVERT $12.2 MILLION DEBT TO EQUITY AND COMPLETE A MANAGEMENT LED PRIVATE
PLACEMENT OF COMMON STOCK FOR UP TO $2.3 MILLION.
REDWOOD SHORES, CA. -- (BUSINESS WIRE) -- FEBRUARY 18, 1998 -- Centura
Software Corporation (NASDAQ: CNTRC / formerly Gupta Corporation) (the
"Company") announced today that it has entered into definitive agreements
with Computer Associates International ("CA") and a group of investors to
further the balance sheet recapitalization of the Company. Upon closing,
scheduled for February 27, 1998, the Company expects to meet or exceed the
NASDAQ SmallCap continued listing requirement of $2 million minimum net
tangible assets.
The Company negotiated an agreement whereby Crossroads Capital Partners LLC.
("Crossroads") will purchase the CA debt, originally issued by the Company to
CA in the principal amount of $10 million, plus accrued interest of
approximately $2.2 million. Crossroads will convert all the debt into common
stock of the Company immediately after the purchase. Concurrently with the
purchase and sale of the debt, the Company will issue to CA a 5 year warrant
to purchase 500,000 shares of common stock at an exercise price of $1.906 per
share.
In addition, the Company is undertaking a private placement of up to $2.3
million of its common stock to certain investors; of this, approximately $1
million will be from the current senior management group, with 25 percent
warrant coverage. Completion of this private placement transaction, also
scheduled to close on February 27, 1998, will complete the recapitalization
of the Company.
"Delivering these investments and resolving the Company's liquidity and
equity issues enable the business to move forward, unencumbered by financial
viability concerns," said Scott Broomfield, Centura's CEO. "I have known the
people at Crossroads for a number of years. They were able to move very
fast, and I could not be more pleased that they will be investing in our
Company. When we close next week, we will have nearly a quarter's worth of
cash on hand and significant positive net worth. We believe that this
investment, by lifting a dark cloud of uncertainty over its future,
significantly increases the value of Centura. This recapitalization, along
with our record operating profit for the 4th Quarter of 1997, is Centura's
springboard into 1998."
James A. Skelton, Principal with Crossroads Capital Partners LLC commented, "
We know the new management team and have a high regard for their turnaround
skills, which are particularly strong in the technology industry. We are
very pleased to invest in parallel with their effort to turnaround the
Company. Our due diligence effort and independent assessments confirmed the
strategic vision of the new management team at Centura. We believe this is
an attractive investment opportunity."
Centura recently reported a 4th Quarter 1997 pre-restructuring operating
income of $2.3 million, or 15.7% of net revenue. Net income was $1 million,
or $0.06 per share on a fully diluted basis.
<PAGE>
Revenue for 1997 was $57.9 million and a net loss for 1997 of $0.6 million,
or $(0.04) per share on a fully diluted basis.
ABOUT CENTURA SOFTWARE
Since its inception in 1984, Centura has enjoyed a rich history of
innovation, creating the first client/server RDBMS for PCs. Its current
product lineup includes an embedded database, SQLBASE, application
development tools, SQL WINDOWS, CENTURA TEAM DEVELOPER, and Internet and
connectivity products, CENTURA WEB DEVELOPER, NET.DB PUBLISH (FORMERLY
QUEST/WEB) and SQL HOST. Today, Centura has 26 offices around the world and
supports hundreds of developers who embed our tools in applications used by
more than 1 million end users. Centura is positioning its client/server
products to be Web capable and Mobile ready. Centura products are all Year
2000 compliant.
Except for the historical information contained herein, the matters discussed
in this news release are forward looking statements that involve risks and
uncertainties, including the timely shipments of products, the effect of
competitive pressures and the other risks detailed from time to time in the
Company's SEC reports, including the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, the Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30 and September 30, 1997 and the earnings
press release for December 31, 1997.
For more information:
Centura Software Corporation Miller Shandwick Technologies
Scott Broomfield Richard Burger
Chief Executive Officer Account Supervisor
650/596-3400 650-962-9550
www.centurasoft.com [email protected]
-8-
<PAGE>
CENTURA SOFTWARE CORPORATION
Condensed Consolidated Balance Sheet
(IN THOUSANDS)
<TABLE>
<CAPTION>
JANUARY 31
JANUARY 31 NOTE PRIVATE 1998
1998 CONVERSION(1) PLACEMENT(2) PRO FORMA
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Cash & cash equivalents 3,587 1,870 5,457
Accounts receivable, net 10,561 10,561
Other current assets 2,941 2,941
---------------------------------------------------
Total current assets 17,089 -- 1,870 18,959
Other assets, non current 8,714 8,714
---------------------------------------------------
Total assets 25,803 -- 1,870 27,673
---------------------------------------------------
---------------------------------------------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current portion of long-term debt 12,182 (12,182) --
Accounts payable and accrued liabilities 9,499 9,499
Deferred revenue 12,921 12,921
--------------------------------------------------
Total current liabilities 34,602 (12,182) -- 22,420
Long-term debt, less current portion --
Other long-term liabilities 856 856
---------------------------------------------------
Total liabilities 35,458 (12,182) -- 23,276
Shareholder's Equity/(Deficit) (9,655) 12,182 1,870 4,397
---------------------------------------------------
Total liabilities and shareholder's deficit 25,803 -- 1,870 27,673
---------------------------------------------------
---------------------------------------------------
</TABLE>
1) Note conversion to equity of $12,182,000, includes the $10,000,000 Note
and $2,182,000 in accrued interest through January 31, 1998.
2) Private Placement reflects gross proceeds of $2,470,000, less estimated
total transaction expenses of $600,000.
