-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lqlkhfD5PGw/GnIXTn9Ru5IQKG7jjykL5I1UGGoAmjMceiYNWbXh2IlDP/7JMIGC E8JM1geTrohVNM2oxJQGFg== 0000891618-94-000145.txt : 19940719 0000891618-94-000145.hdr.sgml : 19940719 ACCESSION NUMBER: 0000891618-94-000145 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUPTA CENTRAL INDEX KEY: 0000895021 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 942874178 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43263 FILM NUMBER: 94539179 BUSINESS ADDRESS: STREET 1: 1060 MARSH RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4153219500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORACLE SYSTEMS CORP CENTRAL INDEX KEY: 0000777676 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 942871189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 ORACLE PKWY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 4155067000 MAIL ADDRESS: STREET 1: 500 ORACLE PARKWAY STREET 2: BOX 659506 CITY: REDWOOD CITY STATE: CA ZIP: 94065 SC 13D 1 GUPTA CORP / ORACLE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________ ________________________________________________________________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 Gupta Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 0004032341 (CUSIP Number) Raymond L. Ocampo, Jr. Senior Vice President, General Counsel and Corporate Secretary Oracle Systems Corporation 500 Oracle Parkway Redwood City, California 94065 (415) 506-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Michael J. Kennedy, Esq. Shearman & Sterling 555 California Street, Suite 2000 San Francisco, California 94104 Telephone: (415) 616-1100 July 8, 1994 (Date of Event which Requires Filing of this Statement) ______________________________________________________________________________ ______________________________________________________________________________ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. This Report contains 10 pages. Page 1 of 10 Pages 2 CUSIP No. 13D Page 2 of 10 Pages (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Oracle Systems Corporation IRS Employer Identification Number: 94-2871189 (2) Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) N/A [ ] (b) N/A (3) SEC Use Only ______________________________________________________ ___________________________________________________________________ (4) Source of Funds (See Instructions) WC (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). [X] (6) Citizenship or Place of Organization Delaware ____________ Number of (7) Sole Voting Power 915,500 Shares Beneficially (8) Shared Voting Power _______________________________ Owned by ___________________________________________________ Each (9) Sole Dispositive Power 915,500 Reporting ___________________________________________________ Person (10) Shared Dispositive Power __________________________ With ___________________________________________________ ____________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 915,500 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 7.7% (14) Type of Reporting Person (See Instructions) CO 3 CUSIP No. 13D Page 3 of 10 Pages Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D relates is the Common Stock, no par value (the "Common Stock"), of Gupta Corporation, a California corporation (the "Issuer"), with its principal executive offices located at 1060 Marsh Road, Menlo Park, California 94025. Item 2. Identity and Background. This statement is being filed by Oracle Systems Corporation ("Oracle"), a Delaware corporation. The principal office of Oracle is located at 500 Oracle Parkway, Redwood City, California 94065. Oracle is in the business of designing, developing, marketing and supporting computer software products with a wide variety of uses, including database management and network products, applications development productivity tools and end user applications. The directors and executive officers of Oracle are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person: (i) name; (ii) business address (or residence address where indicated); (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. Unless otherwise indicated, all positions are with Oracle. During the last five years, neither Oracle, nor, to the best knowledge of Oracle, any person named in Schedule I attached hereto in his capacity as a director or officer of Oracle, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws, except as follows: On September 24, 1993, the Securities and Exchange Commission concluded a private investigation into disclosure, accounting, and trading issues at the Company by filing a complaint in the United States District Court, Northern District of California. The 4 CUSIP No. 13D Page 4 of 10 Pages complaint alleged violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-13 promulgated thereunder, which impose certain financial disclosure and internal recordkeeping obligations on the Company. The Commission alleged that the Company issued inaccurate financial reports during the period from August 1989 through November 1990 due to inadequate internal accounting controls. The complaint did not allege fraud or intentional wrongdoing. Without admitting any wrongdoing, the Company agreed to conclude the matter by consenting to entry of a final judgment, enjoining future violations of those sections and rules, and imposing a civil penalty of $100,000. The penalty was paid on October 27, 1993. The final judgment was approved and entered by the Court on October 20, 1993. Item 3. Source and Amount of Funds or Other Consideration. Oracle's purchases of the Common Stock to which this Statement as Schedule 13D relates (the "Securities") were funded out of Oracle's working capital. Item 4. Purpose of Transaction. Oracle has acquired the Securities because it believes that the Securities represent an attractive investment opportunity. Oracle has entered into to discussions with the management of the Issuer regarding possible additional investments by Oracle in equity securities of the Issuer, transfer of some or all of the assets of the Issuer to Oracle, the merger of Oracle and the Issuer or other transactions in which Oracle would acquire control of the Issuer. Oracle will continue to evaluate its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and investment opportunities. Based upon such evaluation, Oracle will take such actions in the future as Oracle may deem appropriate in light of the circumstances existing from time to time. If Oracle believes that further investment in the Issuer is warranted, whether because of the market prices of the Issuer's securities or otherwise, it may acquire shares of Common Stock or other securities of the Issuer, either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, Oracle may determine to dispose of some or all of the Common Stock currently owned by Oracle or otherwise acquired by Oracle, either in the open market or in privately negotiated transactions. Except as set forth above, Oracle has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate 5 CUSIP No. 13D Page 5 of 10 Pages transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Oracle, however reserves the right, either individually or together with one or more of the other shareholders of the Issuer, to determine in the future to take or cause to be taken one or more of such actions. Item 5. Interest in Securities of the Issuer. As of July 18, 1994, Oracle holds 915,500 shares of Common Stock, representing approximately 7.7% of the 11,915,109 shares of Common Stock outstanding as of May 10, 1994 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. To the best of Oracle's knowledge, no other person named in Item 2 above beneficially owns any of the Issuer's Common Stock. During the 60 days prior to the date hereof, Oracle has effected the following purchases of Common Stock, all of which were market purchases:
Number of Price Date Shares Per Share ---- ------------ --------- June 10, 1994 85,000 10.7500 June 13, 1994 150,000 11.0250 June 14, 1994 113,000 11.1250 June 15, 1994 72,500 11.8001 June 16, 1994 35,000 12.0001 June 17, 1994 45,000 11.9446 June 20, 1994 20,000 12.0000 June 20, 1994 5,000 12.0008 June 21, 1994 35,000 11.9911 June 23, 1994 5,000 12.0008 July 7, 1994 65,000 8.1538 July 8, 1994 100,000 8.7125 July 11, 1994 60,000 9.4792 July 13, 1994 25,000 10.0002 July 14, 1994 100,000 10.4910
6 CUSIP No. 13D Page 6 of 10 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Oracle has not entered into any contracts, arrangements, understandings or relationships with respect to the Common Stock. Item 7. Material to Be Filed as Exhibits. No materials are required to be filed as exhibits to this report on Schedule 13D. 7 CUSIP No. 13D Page 7 of 10 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. July 18, 1994 ORACLE SYSTEMS CORPORATION By /s/ Raymond L. Ocampo, Jr. Name: Raymond L. Ocampo, Jr. Title: Senior Vice President, General Counsel and Corporate Secretary 8 CUSIP No. 13D Page 8 of 10 Pages Schedule I The name and principal occupation of each of the executive officers and directors of Oracle Systems Corporation are set forth below. Unless otherwise noted, the business address of each of these persons is 500 Oracle Parkway, Redwood City, California 94065
Position Principal Name with Oracle Occupation Citizenship Lawrence J. Ellison President, Chief Same U.S.A. Executive Officer and Director James A. Abrahamson Director and Chairman of Same U.S.A. the Board Jeffrey O. Henley Executive Vice President Same U.S.A. and Chief Financial Officer Raymond J. Lane Executive Vice President Same U.S.A. and President, Oracle USA Raymond L. Ocampo, Jr. Senior Vice President, Same U.S.A. General Counsel and Corporate Secretary Thomas A. Williams Vice President and Same U.S.A. Corporate Controller
9 CUSIP No. 13D Page 9 of 10 Pages
Position Principal Name with Oracle Occupation Citizenship Donald L. Lucas (1) Director Venture Capitalist and U.S.A Director of Cadence Design Systems, Inc., Delphi Information Systems, Inc., ICOT Corporation, Kahler Corporation, Quantum Health Resources, Inc., Tri Care, Inc. and Tricord Systems, Incorporated Joseph B. Costello (2) Director President, Chief Executive U.S.A. Officer and Director of Cadence Design Systems, Inc. Delbert W. Yocam (3) Director President, Chief Operating U.S.A. Officer and Director of Tektronix, Inc. and Director of Adobe Systems Incorporated and AST Research, Inc. Michael J. Boskin (4) Director Tully M. Friedman Professor U.S.A. of Economics and Senior Fellow, Hoover Institution, Stanford University, and Adjunct Scholar of the American Enterprise Institute, Research Associate at the National Bureau of Economic Research, and Member, Panel of Advisors of the Congressional Budget Office.
10 CUSIP No. 13D Page 10 of 10 Pages _______________________ (1) Mr. Lucas's business address is 3000 Sand Hill Road Building 3, Suite 210 Menlo Park, CA 94025. (2) Mr. Costello's business address is Cadence Design Systems, Inc. 555 River Oaks Parkway, Building 3 San Jose, CA 95134. (3) Mr. Yocum's business address is Tektronix, Inc. 26600 South West Parkway 63-810 Wilsonville, OR 97070-1000. (4) Dr. Boskin's business address is Room 213 HHMB Hoover Institution Stanford University Stanford, CA 94305-6010. -----END PRIVACY-ENHANCED MESSAGE-----