-----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, DlCpge/7/++AnsfOpFMZOuCAUijfcj2TvU5+vCeH5JgLSy2L7yqUe9Wilp7lj0fj Pgma5pZa9A1iMUxE5Q5OBA== 0000912057-96-012579.txt : 19960619 0000912057-96-012579.hdr.sgml : 19960619 ACCESSION NUMBER: 0000912057-96-012579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUPTA 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: 1934 Act SEC FILE NUMBER: 000-21010 FILM NUMBER: 96582406 BUSINESS ADDRESS: STREET 1: 1060 MARSH RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4153219500 MAIL ADDRESS: STREET 1: 1060 MARSH ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 8-K 1 FORM 8-K This document consists of 6 pages, of which this page is Number 1. FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report June 18, 1996 Commission File Number 0-21010 _________________ GUPTA CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 94-2874178 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1060 Marsh Road Menlo Park, California 94025 (415) 321-9500 (Registrant's telephone number, including area code) -1- ITEM 5. OTHER EVENTS. On June 17, 1996, Gupta Corporation (the "Company") issued a press release announcing that the filing of its Annual Report on Form 10-K with the Securities and Exchange Commission (the "Commission") would be further delayed due to the fact that the Company's audit for the periods ended December 31, 1993, December 31, 1994 and December 31, 1995 by Price Waterhouse LLP was not yet complete. The Company had previously filed an 8K on April 17, 1996 announcing an initial delay. The Company also had previously filed with the Commission and with the National Association of Securities Dealers, Inc. on March 30, 1996 a Form 12b-25 indicating that the Company would be unable to file its Form 10-K by March 30, 1996. A copy of the Company's press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. ITEM 7. EXHIBITS. Exhibit Number Description 99.1 Press Release dated June 17, 1996 -2- 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 thereunto duly authorized. GUPTA CORPORATION By: /s/ Richard J. Heaps Richard J. Heaps Senior Vice President and General Counsel Date: June 18, 1996 -3- INDEX TO EXHIBITS Exhibit Page Number No. - ------- ---- 99.1 Press Release dated June 17, 1996 5 -4- EX-99.1 2 EXHIBIT 99.1 [LOGO] News Release For more information contact: Richard A. Gelhaus Centura on the World Wide Web Chief Financial Officer http://www.centurasoft.com Gupta Corporation (415) 321-9500 Rebecca Kreps Investor Relations Gupta Corporation (415) 617-4728 GUPTA CORPORATION (CENTURA SOFTWARE CORPORATION) ANNOUNCES DELAY IN FILING 1995 FORM 10-K MENLO PARK, CALIF., JUNE 17, 1996 -- Gupta Corporation (NASDAQ: GPTAe(1)), now doing business as Centura Software Corporation, today announced that its Annual Report on form 10-K for the year ended December 31, 1995 would not be filed by June 15, 1996, as was previously anticipated. The Company currently anticipates bringing its filings up-to-date by the time of its second quarter, 1996 reporting. Dick Gelhaus, Chief Financial Officer of Gupta Corporation commented, "As we have previously reported, the Company is in the process of re-auditing 1993 and 1994, in addition to 1995. The audit work for 1995 is now complete, but our filings have been delayed while we finalize analysis of certain historical contracts. However, none of this analysis affects our previously reported profitable first quarter of 1996. We realize that the amount of time that these audits have taken has caused some concern. I want to assure you that the audit has uncovered no fraudulent accounting. Software is simply an industry with complex transactions, and the audit will require some additional time." (MORE) - ------------------------- (1) Gupta Corporation began trading with a trailing E on May 7, 1996, as a result of the Company's announcement on April 16, 1996 that it was delayed in reporting its 1995 fiscal year end results due to on-going audits of its 1993, 1994 and 1995 fiscal year ends. Gelhaus added, "We realize the importance of timely filings to all of our constituents, and I would like to assure you that every effort is being made, both on the part of Price Waterhouse, and the Company to accomplish these filings as quickly as possible." Except for historical information contained herein, the matters set forth in this news release are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including such factors, among others, as potential fluctuations in quarterly results, rapid technological changes, competition, dependence upon distribution channels, market acceptance of PC client/server systems, international sales and operations and volatility of stock price, and the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1995. ABOUT GUPTA CORPORATION (CURRENTLY DOING BUSINESS AS CENTURA SOFTWARE CORPORATION) Founded in 1984, Gupta Corporation is traded on the NASDAQ exchange. Gupta is a leading provider of Web and client/server development and deployment software. Worldwide, more than 100,000 developers have licensed its award- winning SQLWindows application development environment and more than a million users have deployed its SQLBase database management system. The company's customers include Automatic Data Processing (ADP), United Parcel Service, United Airlines, Citibank, Singapore Airlines, Siemens-Nixdorf, Daimler-Benz, and Ford Motor Company. # # # Centura, Centura Ranger, Gupta, the Gupta logo, Gupta Powered, the Gupta Powered logo, Fast Facts, Quest, QuickObjects, SQL/API, SQLBase, SQLBase Ranger, SQLConsole, SQLGateway, SQLHost, SQLNetwork, SQLRouter and SQLTalk are trademarks of Gupta Corporation and may be registered in certain jurisdictions. SQLWindows is a registered trademark and TeamWindows, ReportWindows and EditWindows are trademarks exclusively used and licensed by Centura Software Corporation. Microsoft, Win 32, Windows, Windows NT and Visual Basic are either registered trademarks or trademarks of Microsoft Corporation in the United States of America and/or other countries. Java is a trademark of Sun Microsystems Inc. All other product or service names mentioned herein are trademarks or registered trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----