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Total Number of Pages: 5
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UNITED STATES 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 7, 1999
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Centura Software Corporation
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(Exact name of registrant as specified in charter)
CALIFORNIA 0-21010 94-2874178
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
975 ISLAND DRIVE, REDWOOD SHORES, CALIFORNIA 94065
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 596-3400
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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Exhibit Index located on page 3
Item 2. Acquisition or Disposition of Assets
On June 7, 1999, Centura Software Corporation ("Centura")
completed the acquisition of Raima Corporation ("Raima") pursuant to
the terms of the Agreement and Plan of Reorganization dated March 15,
1999 (the "Merger Agreement") among Centura Software Corporation, a
Delaware corporation, Centura Subsidiary Corporation, a Delaware
corporation and a wholly-owned subsidiary of Centura ("Subsidiary"),
and Raima, a Washington corporation.
Subsidiary merged with and into Raima, (the "Merger")
effective as of June 7, 1999. Each share of Raima common stock was
converted into the right to receive 0.7428 of a share of Centura common
stock plus cash in the amount of $.05.
The Merger Agreement is incorporated herein by reference
from Centura's Form S-4 dated May 4, 1999 and is listed herein as
Exhibit 2.1 A copy of Centura's press release announcing the
effectiveness of the Merger is incorporated herein by reference and
included as Exhibit 99, herein. The foregoing description of such
documents is qualified in its entirety by reference to such Exhibits.
Item 7. Financial Statement and Exhibits
(a)(1) Financial Statements relating to Raima
will be filed by amendment to this Form 8-K not
later than 60 days after this Report on Form 8-K
must be filed.
(a)(2) Accountants' report will be filed by
amendment to this Form 8-K not later than 60
days after this Report on Form 8-K must be
filed.
(b)(1) Pro Forma Condensed Financial Information
will be filed by amendment to this Form 8-K not
later than 60 days after this Report on Form 8-K
must be filed.
(c) See attached Exhibit Index.
EXHIBIT INDEX
Number Exhibit
2.1 Agreement and Plan of Reorganization dated as of March
15, 1999 among Centura Software Corporation, Centura
Subsidiary Corporation and Raima Corporation (filed as
and incorporated herein by reference).
99 Press Release dated June 7, 1999.
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
By /s/ John W. Bowman
John W. Bowman,
Executive Vice President,
Finance and Operations and
Chief Financial Officer
Dated: June 15, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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99.1 Press Release dated June 7, 1999
FOR IMMEDIATE RELEASE
Centura Software Completes Acquisition of Raima Corporation
Combination Creates Embedded Database Powerhouse Providing Solutions
From Information Appliances to Web and Application Servers
(Redwood Shores, CA)-June 7, 1999-Centurar Software Corporation
(NASDAQ: CNTR), leader of secure, embedded micro and e-business
databases and development solutions, announced today that it has
completed the acquisition of Raima Corporation.
Centura issued 5.8M shares of stock valued at $6.0M to complete the
acquisition, based on the closing price of $1.03 on June 4th, 1999. The
acquisition included Raima Corporation and its wholly owned subsidiary,
Vista Development Corporation, which provides consulting services for
Raima products.
"This acquisition extends our offering of embedded database products
connecting people to information anywhere. From UNIX or Linux Internet
servers to Microsoft Windows desktops to the smallest embedded systems
and information appliances, we can provide a solution," said Scott
Broomfield, CEO and President of Centura Software. "Through the
combined talents of both the Centura and Raima teams, we have
strengthened our product depth and expertise in this market and we are
strongly positioned to dominate the growing embedded database market."
With the acquisition, Centura adds two Raima products, Raima Database
Manager (RDM) and the Velocis Database Server (Velocis). RDM addresses
the rapidly growing Information Appliance and RTOS (Real Time Operating
System) markets, which IDC estimates will be shipping 26.5M units by
2001. RDM has a long history as the small, yet powerful embedded
database solution for industry leading companies such as Nortel
Networks in its BroadBand Signaling Transfer Point system, and more
recently, Sigma Game in its Select Series of video slot machines. At
the other end of the embedded database spectrum is Velocis with its
multi-platform, client/server database engine. The robust Velocis
engine is ideal for supporting the exploding Internet market
requirements for Web server, application server, and other server
designs-representative deployments include Computer Associates'
ARCserve backup management system and Hewlett-Packard's (formerly
DAZEL's) MetaWeb Web publishing system. These products complement
Centura's SQLBase SafeGarde offering, which continues to provide the
only secure embedded database solution for PC Server, desktop and
portable systems. Information stored on these types of PC systems is
widely dispersed, often around the globe, and hence is at risk.
SQLBase SafeGarde is the only embedded database that protects the
privacy of the data it stores via 56-bit DES or 128-bit triple-DES
encryption. In response to customer requests and overall needs of the
market, Centura will migrate this security technology to RDM and
Velocis.
Centura is committed to ensuring that RDM and Velocis customers
continue to receive ongoing product upgrades along with the superior
level of customer support they have come to expect from Raima. In
addition, the Centura Consulting Group will add the talents of Raima's
consulting organization, Vista Development, to offer current and future
customers a wide range of technical, operational and business
expertise.
Founded as Gupta in 1984, Centura was the first company to create fully
relational client/server embedded DBMS for the personal computer.
Today, Centura is the leader in providing secure, embedded, micro and
e-commerce database solutions, and the connectivity necessary to
integrate these solutions into core business systems. Centura products
include Centura Team Developer and Centura Web Developer application
development tools, Centura's net.db e-commerce solution, SQLHost,
SQLBase Exchange and the SQLNetwork family of database connectivity
solutions. In addition, Centura offers a variety of embedded database
products, including RDM, Velocis, SQLBase Suite, SQLBase SafeGarde and
SQLBase SafeGarde Max. Centura has 19 offices around the world in North
America, Latin America, Asia/Pacific, Europe, the Middle East and
Africa. All current Centura product offerings are Year-2000 (Y2K)
compliant. For more information about Centura, visit
http://www.centurasoft.com.
Press Contact:
Kathleen Sheehan
Centura Software Corporation
Senior Public Relations Manager
(650) 596-4770
[email protected]
Financial Contact:
Clarice Mendonca
Centura Software Corporation
Investor Relations Manager
(650) 596-4776
[email protected]
