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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): June 13, 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 June 26, 1998, Centura Software Corporation (the "Company")
issued a press release announcing that it had successfully completed its
1998 Annual Shareholders Meeting and that it had reached agreement with its
largest shareholder, Newport Acquisition Company No. 2 LLC ("NAC"), to
amend the Investor Rights Agreement ("IRA") dated February 27, 1998 between
the Company and NAC. Pursuant to the Amendment to the IRA, certain terms
of NAC's antidilution protection have been modified and the Company has
agreed to accelerate registration of shares of its Common Stock held by NAC
(totaling approximately 11.4 million shares) and warrants to purchase
Common Stock of the Company held by NAC (totaling approximately 1.2 million
shares).
A copy of the Company's press release is attached as Exhibit 99.9
hereto and incorporated by reference herein.
A copy of Amendment to Investor Rights Agreement dated June 13,
1998 between NAC and the Company is attached as Exhibit 99.10 hereto and
incorporated by reference herein.
ITEM 7. EXHIBITS.
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<CAPTION>
Exhibit Number Description
<S> <C>
99.9 Press Release dated June 26, 1998
99.10 Amendment to Investor Rights Agreement dated June 13, 1998
between NAC and the Company
</TABLE>
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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: June 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
<TABLE>
<CAPTION>
Exhibit Page
Number No.
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<S> <C> <C>
99.9 Press Release dated June 26, 1998 5
99.10 Amendment to Investor Rights Agreement dated
June 13, 1998 between NAC and the Company 7
</TABLE>
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EXHIBIT 99.9
CENTURA SOFTWARE CORPORATION
PRESS RELEASE
"SHAREHOLDER MEETING GETS CENTURA READY FOR NEXT STAGE OF GROWTH"
REDWOOD SHORES, CA (BUSINESS WIRE) JUNE 26, 1998 --- Centura Software
Corporation (NASDAQ:CNTR / formerly Gupta Corporation) announced the
successful completion of the 1998 annual shareholder's meeting in Redwood
Shores, California. The shareholders voted on and approved several motions,
which reinforce and strengthen the company's position and direction.
All of the items which management put to a shareholder vote were approved.
This includes:
1 Re-Election of the current Board of Directors
2 Approval of amendments to existing employee stock option and stock
purchase plans
3 Ratification of Price Waterhouse LLP as the Company's independent
public accountants for 1998
4 Changing the state of incorporation from California to Delaware
Separately, Centura and its largest shareholder, Newport Acquisition Company
No. 2 LLC (NAC) have agreed to amend the Investor Rights Agreement (IRA)
between the Company and NAC that was part of the significant debt to equity
conversion transaction consummated in February, 1998. As a result, NAC will
forego anti-dilution protection in connection with the grant of certain
employee stock options and stock purchase rights in the future and its
anti-dilution rights in connection with shares issued by Centura for asset
purchases or royalty arrangements will be subject to specified thresholds and
are thereby curtailed.
Centura, on the other hand, has agreed to immediately register the 11.4 million
shares of Centura common stock acquired by NAC in the debt to equity conversion
last February and approximately 1.2 million shares of common stock issuable
upon the exercise of two Warrants granted by Centura to NAC in connection with
NAC's anti-dilution rights under the IRA (prior to its amendment). However,
NAC will continue to be subject to monthly volume trading restrictions until
February 1999. The issuance of the Warrants to NAC will entail a non-cash
charge to Centura's income in the second quarter per financial accounting
standards (FAS 123).
In connection with the foregoing arrangements, John Bowman, Centura's Chief
Financial Officer observed, "NAC's 11.4 million shares represent 38.6 percent
of all issued and outstanding shares of the company. We have negotiated this
contract modification to facilitate a 'soft landing' for the NAC shares in
the market. We believe that having some shares available for sale each month
going forward is preferable to having the total amount unlocked at once in
February 1999. Centura's management and the Board of Directors are pleased
with the outcome of the 1998 annual shareholders meeting, and we believe that
the new agreement with NAC, in combination with the motions passed by the
shareholders, puts Centura in a strong position to execute our strategy."
About Centura Software Corporation
Since its inception in 1984, Centura has been a leading supplier of tools
used by developers to design and deploy client/server applications. SQLBase
and SQLWindows created the standard for client/server development environment
tools used to develop component-based applications and distributed object
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systems. Centura's current development environment includes SQLBASE, SQLBASE
EXCHANGE, SQLWINDOWS, CENTURA TEAM DEVELOPER, and CENTURA NET.DB. Today,
Centura has 26 offices around the world and supports thousands of developers
who embed our tools in millions of end users applications around the world.
Centura is evolving its client/server products to be Web capable and Mobile
ready. Current Centura products are all Year 2000 compliant.
For more information:
Centura Software Corporation Imagio Public Relations
John Bowman Bridgitt Arnold
Senior Vice President, CFO Account Supervisor
(650) 596-3400 (206) 625-0252
[email protected]
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<PAGE>
EXHIBIT 99.10
AMENDMENT TO INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this "Amendment") is made
and entered into as of the 13th day of June, 1998 by and between NEWPORT
ACQUISITION COMPANY NO. 2, LLC, a Delaware limited liability company
("Newport"), and CENTURA SOFTWARE CORPORATION, a California corporation
(the "Company").
RECITALS:
A. Reference is made to that certain Investor Rights Agreement dated as
of February 27, 1998, by and between Newport and the Company (the "Rights
Agreement").
B. Pursuant to that certain letter agreement entered into on June 11,
1998 between Newport and the Company (the "Letter Agreement"), the parties
agreed to amend certain provisions of the Rights Agreement relating to Newport's
registration rights and right of first refusal thereunder.
C. Pursuant to the Letter Agreement, the Company executed and delivered
to Newport (i) that certain Common Stock Purchase Warrant No. CS-98-23, dated
March 17, 1998, entitling Newport to purchase 893,320 shares of Common Stock of
the Company at a purchase price of $1.81 per share and (ii) that certain Common
Stock Purchase Warrant No. CS-98-24, dated June 11, 1998, entitling Newport to
purchase 300,000 shares of Common Stock of the Company at a purchase price of
$2.09 per share, in each case subject to the terms and conditions set forth in
the warrants (the shares subject to purchase under the warrants, as adjusted
from time to time pursuant to the provisions thereof, the "Warrant Shares").
D. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration had and
received, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. REGISTRABLE SHARES. The first sentence of the definition of
"Registrable Shares" set forth in Section 1 of the Rights Agreement is hereby
amended and restated as follows:
"Registrable Shares" shall mean the Common Shares and the Warrant
Shares and any shares of capital stock issued or issuable with respect
to the Common Shares and the Warrant Shares as a result of any stock
split, stock dividends, recapitalization, exchange or similar event or
otherwise.
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2. ACCELERATION OF MANDATORY REGISTRATION.
2.1 The first sentence of Section 4(a) of the Rights Agreement is hereby
amended and restated in its entirety as follows:
The Company shall prepare and, no later than July 2, 1998 (the "Filing
Deadline"), file with the SEC a registration statement on Form S-3
covering the resale of all of the Registrable Shares, or such lesser
amount of Registrable Shares as the Holders shall in their discretion
notify the Company to register, and shall thereafter use its best
efforts to have the registration statement declared effective as soon
as practicable following the Filing Deadline.
2.2 During the period commencing on the effective date of the Registration
Statement filed pursuant to Section 4(a) of the Rights Agreement and ending on
February 27, 1999, the Holders shall not sell within any consecutive thirty (30)
calendar day period a number of Registrable Shares which in the aggregate
exceeds ten percent (10%) of the total number of Registrable Shares held by the
Holders on the date of this Amendment (as subsequently adjusted pursuant to any
stock split, stock dividend, recapitalization, exchange or similar event or
otherwise).
3. PROHIBITION ON HEDGING. Newport hereby agrees that, from the date of
this Amendment and continuing through the date on which it holds five percent
(5%) or less of the Registrable Shares existing on the date hereof, Newport
shall not directly or indirectly engage in short sales, derivative transactions
or any similar hedging techniques or strategies involving any Registrable
Shares.
4. LIMITATION ON RIGHT OF FIRST REFUSAL. The definition of "New
Securities" under Section 11(a) of the Rights Agreement shall be modified as set
forth below.
4.1 Subsection (v) of Section 11(a) is hereby amended and restated in its
entirety as follows:
(v) securities issued to employees, consultants, officers or
directors of the Company pursuant to any stock option, stock purchase or
stock bonus plan, agreement or arrangement existing on the date hereof or
hereafter approved by the majority vote of the Board of Directors or
Compensation Committee;
4.2 A new subsection (ix) is hereby added to Section 11(a) as follows:
and (ix) securities issued in connection with any asset purchase,
intellectual property development or royalty agreements approved by a
majority vote of the Board of Directors, subject to an aggregate cap of two
million (2,000,000) shares per twelve (12) month period commencing the date
hereof if such
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transaction(s) would otherwise have been subject to the right of first
refusal contained in this Section 11.
5. EFFECT OF AMENDMENT. Except as expressly set forth in this Amendment,
(a) each term and provision of the Rights Agreement shall remain in full force
and effect and (b) this Amendment shall be subject to each term and provision of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective authorized officers as of the date first written
above.
NEWPORT ACQUISITION COMPANY NO. 2 LLC
By: Crossroads Capital Partners LLC,
as managing Member
By /s/ Dennis Simon
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Name Dennis Simon
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Title Managing Member
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CENTURA SOFTWARE CORPORATION
By /s/ Scott Broomfield
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Name Scott Broomfield
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Title President and CEO
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