-----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, L/ktewjp4AGDn95jVJL/aXrD7vBwT4Rsbn4tv3wai678tzo9ebrsdxFYzkRKfa1n 1Hz+EyNISYsyGRwac7LT7g== 0001047469-97-007199.txt : 19971210 0001047469-97-007199.hdr.sgml : 19971210 ACCESSION NUMBER: 0001047469-97-007199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971209 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: 97734954 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 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): December 8, 1997 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. Employee 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 December 8, 1997, Centura Software Corporation (the "Company") issued a press release announcing certain management changes, including the appointment of a new chief executive officer, chief financial officer and vice president of marketing. A copy of the Company's press release is attached as Exhibit 99.3 hereto and incorporated by reference herein. In connection with the appointment of the three new executives, the Company has entered into a two-year management contract with Hickey & Hill, Inc., aligning the interests of the new executives with the creation of shareholder value. Under the management contract, the executives will be compensated as a group at the rate of $70,000 per month for the first two months under the contract and at the rate of $50,000 per month thereafter. In addition, the Company has granted to the executives as a group total options to purchase 1,500,000 shares of common stock at a price of $1.906 per share. The options vest in increments of 25% every six months, with accelerated vesting in the event the Company is acquired. ITEM 7. EXHIBITS. Exhibit Number Description 99.3 Press Release dated December 8, 1997 -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: December 9, 1997 By: /s/ John Bowman ------------------------------------- John Bowman Vice President of Finance and Administration and Chief Financial Officer -3- INDEX TO EXHIBITS Exhibit Page Number No. - ------ --- 99.3 Press Release dated December 8, 1997 5 -4- EX-99.3 2 EXHIBIT 99.3 EXHIBIT 99.3 ------------ "CENTURA ANNOUNCES MANAGEMENT CHANGES THAT SUPPORT COMPANY'S STRATEGIC REPOSITIONING" COMPANY WILL FOCUS ON PROVIDING EMBEDDED DATABASES AND APPLICATION DEVELOPMENT TOOLS FOR OPEN DEVELOPMENT PLATFORMS REDWOOD SHORES, CA. -- (BUSINESS WIRE) -- DEC. 8, 1997 -- Centura Software Corporation (NASDAQ:CNTR/formerly Gupta Technologies) announced today changes to its senior management team and Board of Directors. These appointments coincide with the Company's repositioning and new focus on delivering embedded databases and application development tools to its expanding customer base. Centura has appointed Scott Broomfield as chief executive officer and member of the Board of Directors, John Bowman as chief financial officer and Kathy Lane as vice president of marketing, effective immediately. Along with the management changes the Company announced two additions to its Board of Directors. Joining the Centura Board are Jack King, chief executive officer of Zitel Corporation and Philip Koen, Jr., chief financial officer of PointCast. The new team replaces Richard Gelhaus, Centura's former CFO and William Grabe and Max Hopper, who were previously on the Centura Board. Former CEO, Sam Inman, will remain on the Board of Directors and Earl Stahl, Centura's CTO, will now function as a strategic advisor and consultant. He retains his position as a member of the Board of Directors. The Company has retained an executive search firm to recruit a new CTO/VP of Engineering. "In the short time we've been involved at Centura, we've observed Centura products are technologically competitive, not only in the existing client/server world but in the emerging market for Web applications and in mobile computing", said Scott Broomfield, Centura's new chief executive officer. "We intend to implement sales and marketing programs that make our products visible to our target markets, Independent Software Developers and corporate application developers. These developers are seeking solutions we can provide, including the robust performance of an embedded database operating in a small memory footprint that does not require a database administrator." "Centura has an installed base of over 1 million end users who are now using applications with embedded Centura products", said Kathy Lane, vice president, marketing. "A review of customers using Centura to develop and deliver software applications attests to the viability and competitiveness of our products. These customers include: UPS, who has embedded SQLBase in the UPS tracking software; ADP, which uses SQLWindows and SQLBase in their desktop payroll product; and DeutscheBank which offers remote banking services using Centura products." ABOUT CENTURA SOFTWARE Since its inception in 1984, Centura has enjoyed a rich history of innovation, creating the first client/server DBMS for PCs. Its current product lineup includes an embedded database, SQLBase, and application development tools, SQL Windows, Centura Team Developer, and Quest/Web. Today, Centura has 26 offices around the world, supports hundred thousands of developers who embed our tools in applications used by more than 1 million end users. Today, Centura is moving our client/server products to the new world of the intranet and the Internet. Centura products are all Year 2000 compliant. For more information: Centura Software Corp. Scott Broomfield Chief Executive Officer 650/596/3400 www.centurasoft.com Miller Shandwick Technologies Lisa J. Kelaita Senior Vice President & General Manager 650-962-9550 lkelaita@shandwick.com -2- -----END PRIVACY-ENHANCED MESSAGE-----