-----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, HHUzX+ONt0niKBWudWNjwTgyrV5k/aHDIcZt0AsgE6EJZ2dnYLAKp9XTp157o1C1 Fv/vhrhhL0n7wGDmJfXFcQ== 0001047469-98-026014.txt : 19980701 0001047469-98-026014.hdr.sgml : 19980701 ACCESSION NUMBER: 0001047469-98-026014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980613 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980630 SROS: NASD 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: 98658227 BUSINESS ADDRESS: STREET 1: 975 ISLAND DR CITY: REDWOOD SHORES STATE: CA ZIP: 94025 BUSINESS PHONE: 6505963400 MAIL ADDRESS: STREET 1: 1060 MARSH ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 8-K 1 8-K 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) 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.
Exhibit Number Description 99.9 Press Release dated June 26, 1998 99.10 Amendment to Investor Rights Agreement dated June 13, 1998 between NAC and the Company
-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 hereunto duly authorized. CENTURA SOFTWARE CORPORATION Date: June 30, 1998 By: /s/ John Bowman ----------------------------------- John Bowman Vice President of Finance and Administration and Chief Financial Officer -3- INDEX TO EXHIBITS
Exhibit Page Number No. - ------- ---- 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
-4- EX-99.9 2 EXHIBIT 99.9 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 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 www.centurasoft.combridgitt@imagio.com -6- EX-99.10 3 EXHIBIT 99.10 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. 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 -8- 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 --------------------------------- Name Dennis Simon ------------------------------- Title Managing Member ------------------------------ CENTURA SOFTWARE CORPORATION By /s/ Scott Broomfield --------------------------------- Name Scott Broomfield ------------------------------- Title President and CEO ------------------------------ -9- -----END PRIVACY-ENHANCED MESSAGE-----