-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OAHZuKfPwzHZ3Sfi8vYuT4NPPJ1N2JNtKGhvIXJb7wMBw9yjdGhdsIXFU8vCsgMT y8cz1DQ3HrgAZnEphzhU/A== 0000895021-99-000013.txt : 19990617 0000895021-99-000013.hdr.sgml : 19990617 ACCESSION NUMBER: 0000895021-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990607 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURA SOFTWARE CORP CENTRAL INDEX KEY: 0000895021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942874178 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21010 FILM NUMBER: 99647112 BUSINESS ADDRESS: STREET 1: 975 ISLAND DR CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6505963400 MAIL ADDRESS: STREET 1: 1060 MARSH ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 8-K 1 FORM 8-K Total Number of Pages: 5 -- 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 --------------- Centura Software Corporation -------------------------------------------------- (Exact name of registrant as specified in charter) CALIFORNIA 0-21010 94-2874178 - -------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 975 ISLAND DRIVE, REDWOOD SHORES, CALIFORNIA 94065 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 596-3400 -------------- NOT APPLICABLE -------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------------------------------------------------------- 99.1 Press Release dated June 7, 1999 EX-99.1 2 PRESS RELEASE 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 kathleen.sheehan@centurasoft.com Financial Contact: Clarice Mendonca Centura Software Corporation Investor Relations Manager (650) 596-4776 clarice.mendonca@centurasoft.com -----END PRIVACY-ENHANCED MESSAGE-----