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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): January 14, 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 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 January 14, 1998, Centura Software Corporation (the "Company")
issued a press release announcing that a NASDAQ Listing Qualifications
Panel decided to move the Company's listing to The NASDAQ SmallCap Market
(the "SmallCap") (effective with the opening of business on January 15,
1998) and concurrently issued a temporary exception from the SmallCap's
tangible net assets requirement. The Company will be required to make
additional filings with NASDAQ and the Securities and Exchange Commission
prior to February 27, 1998 evidencing among other things its compliance
with all initial inclusion requirements for The NASDAQ SmallCap Market,
other than the minimum net tangible assets and bid price requirements. The
Company will then be required to evidence compliance with all SmallCap
continued inclusion requirements on February 27, 1998. A copy of the
Company's press release is attached as Exhibit 99.4 hereto and incorporated
by reference herein.
On January 23, 1998, the Company issued a press release announcing
completion of a loan facility with Coast Business Credit for up to $5.0
million, secured by the Company's accounts receivables, and a $0.5 million
capital equipment facility. A copy of the Company's press release is attached
as Exhibit 99.5 hereto and incorporated by reference herein.
ITEM 7. EXHIBITS.
Exhibit Number Description
99.4 Press Release dated January 14, 1998
99.5 Press Release dated January 23, 1998
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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: January 30, 1998 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.
- ------- ----
99.4 Press Release dated January 14, 1998 5
99.5 Press Release dated January 23, 1998 7
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EXHIBIT 99.4
CENTURA SOFTWARE MOVES TO THE NASDAQ SMALLCAP MARKET
REDWOOD SHORES, Calif. - (BUSINESS WIRE) -- Jan. 14, 1998 - Centura Software
Corporation (NASDAQ;CNTR - news; formerly Gupta Corporation) announced today
that a NASDAQ listing Qualifications Panel has decided to move Centura to The
NASDAQ SmallCap Market (effective with the opening of business on January 15,
1998) and concurrently issued a temporary exception from the SmallCap tangible
net assets requirement.
Centura was granted listing on the SmallCap until February 27, 1998, when the
Company must evidence compliance with all SmallCap continued inclusion
requirements in effect at that time. Centura believes that it can meet these
conditions, however, there can be no assurance that it will do so. For the
duration of the exception, Centura's new NASDAQ symbol will be CNTRC.
"The new management team undertook this assignment late last year with the
understanding that the Company needed to be turned around," said Scott
Broomfield, Centura's CEO. "We have been diligently working on improving both
the Company's operating performance and its financial structure. We are
continuing our discussions with interested parties with respect to increasing
our capitalization and, although we can offer no assurances, we are reasonably
optimistic that we will be successful."
ABOUT CENTURA SOFTWARE
Since its inception in 1984, Centura, formerly known as Gupta Corporation, 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, supporting hundred
thousands of developers who embed its 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. New 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 new 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 and the Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 1997.
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For more information:
Centura Software Corp.
Scott Broomfield
Chief Executive Officer
650-596-3400
www.centurasoft.com
Miller Shandwick Technologies
Lisa J. Kelaita
650-962-9550
[email protected]
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EXHIBIT 99.5
CENTURA ANNOUNCES NEW $5M LINE OF CREDIT
REDWOOD SHORES, CA. - (BUSINESS WIRE) - JANUARY 23, 1998 - Centura Software
Corporation (NASDAQ;CNTRC)(the "Company") today announced completion of a loan
facility (the "Loan") with Coast Business Credit, a nationally recognized
financial institution specializing in asset secured financing. The Loan
provides for borrowings of up to $5.0 Million, secured by the Company's
accounts receivable, combined with a $0.5 Million capital equipment facility.
Mike Young, U.S. Technology Markets Manager for Coast Business Credit
commented, "We are very pleased with the progress the new management team from
Hickey and Hill has made in improving the Company's operating performance and
financial structure. We look forward to a longer term and beneficial
relationship with Centura".
Scott Broomfield, Centura's CEO commented, "The Loan is one of the first steps
we've taken toward establishing levels of liquidity necessary in the process of
turning the Company around. We are quite pleased to have made this initial
step".
ABOUT CENTURA SOFTWARE
Since its inception in 1984, Centura, formerly known as Gupta Corporation, 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, supporting
hundreds of thousands of developers who embed its tools in application used by
more than 1 million end users. Centura is positioning its client/server
products to be WEB capable and Mobile ready. New 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 new 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 and the Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997.
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For more information:
Centura Software Corp.
John Bowman
Chief Financial Officer
650-596-3400
www.centurasoft.com
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