-----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, HInOVAjhQUgR7VI5z15oefu+ikRGdS6C4iuCskBL+RSWABisVUYfH1ot5A1BgLFE N9ykYgg8LNkXYxFD63Qgig== 0001047469-98-008124.txt : 19980302 0001047469-98-008124.hdr.sgml : 19980302 ACCESSION NUMBER: 0001047469-98-008124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980218 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980227 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: 98553372 BUSINESS ADDRESS: STREET 1: 975 ISLAND DR CITY: REDWOOD SHORES 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 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): February 18, 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 of incorporation) Identification No.) 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 February 27, 1998, Centura Software Corporation (the "Company") issued a press release announcing that it had closed both its $12.2 million note conversion and its $2.5 million private placement of equity securities, including $1 million from the management group. The note conversion transaction resulted in the issuance of approximately 11.4 million shares of the Company's Common Stock to new investors. Approximately 2.3 million shares of Common Stock and five-year warrants to purchase 590,000 shares of Common Stock were issued to purchasers in the private placement. Concurrently, Computer Associates International, Inc. purchased a warrant for 500,000 shares of the Common Stock of the Company. On February 27, 1998, the Company submitted a pro forma balance sheet to Nasdaq compliance officers to demonstrate the Company's compliance with all continued inclusion requirements of The Nasdaq SmallCap Market, including the net tangible assets requirement. A copy of the Company's press release is attached as Exhibit 99.6 hereto and incorporated by reference herein. On February 18, 1998, the Company issued a press release outlining the general structure of the foregoing transactions. A copy of the Company's press release is attached as Exhibit 99.7 hereto and incorporated by reference herein. A copy of the Company's pro forma balance sheet as of January 31, 1998 giving effect to the foregoing transactions is attached as Exhibit 99.8 hereto and incorporated by reference herein. ITEM 7. EXHIBITS. Exhibit Number Description 99.6 Press Release dated February 27, 1998 99.7 Press Release dated February 18, 1998 99.8 Pro Forma Balance Sheet for January 31, 1998 -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: February 27, 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. - ------- ---- 99.6 Press Release dated February 27, 1998 5 99.7 Press Release dated February 18, 1998 7 99.8 Pro Forma Balance Sheet for January 31, 1998 9 -4- EX-99.6 2 EXHIBIT 99.6 EXHIBIT 99.6 ------------ "CENTURA/GUPTA ANNOUNCES THE COMPLETION OF ITS BALANCE SHEET RECAPITALIZATION" CENTURA WILL HAVE OVER $4 MILLION IN POSITIVE TANGIBLE NET ASSETS AND MEET CONTINUED LISTING REQUIREMENTS FOR THE NASDAQ SMALLCAP MARKET. REDWOOD SHORES, CA. -- (BUSINESS WIRE) -- FEBRUARY 27, 1998 -- Centura Software Corporation (NASDAQ: CNTRC / formerly Gupta Corporation) (the "Company") announced today that it has completed both its $12.2 million note conversion and its $2.5 million private placement of equity, including approximately $1 million from the management group, thereby completing the balance sheet recapitalization of the Company. The Company now meets or exceeds ALL the NASDAQ SmallCap continued listing requirements, including the $2 million minimum net tangible assets requirement. The Company expects that the "C" in its ticker symbol will be removed and it will soon return to its original ticker symbol of CNTR. As part of the note conversion, the new investors have converted the $12.2 million note, consisting of principal and all accrued interest, which was acquired from Computer Associates International, Inc., to equity for a total of approximately 11.4 million shares of the Company's common stock. Further, under the terms of the note conversion, the new stock will be fully restricted and will not be registered for open market trading until the first anniversary of the closing of this transaction. The new investors receive no warrants in this transaction, although Computer Associates International, Inc. has purchased five-year warrants exercisable for 500,000 shares of the Company's common stock at an exercise price of $1.906 per share. For the $2.5 million investment, the private placement investors received approximately 2.3 million common stock shares, plus 590,000 five-year warrants priced at $1.25 per share. Centura also announced that Scott Broomfield (CEO), John Bowman (CFO) and Kathy Lane (SVP of Marketing) have become full time employees of the Company and that it has appointed Scott Broomfield as its new Chairman. He replaces Mr. Sam Inman, who will remain as a director of the Company. Additionally, as a part of the equity recapitalization, the Board membership will be increased from 5 to 7; the 2 new Board designees will be Mr. Peter Micciche and Mr. William Nicholas. They will begin their duties at the next regularly scheduled Board meeting, and will join Scott Broomfield, Sam Inman, Earl Stahl, Phillip Koen, Jr., and Jack King on the Board of Directors. Mr. Micciche is currently the President of SceneWare Corporation, based in Walnut Creek, California. SceneWare is a privately held software company creating an exciting new generation visual applications in Java-TM-. Prior to founding SceneWare, Mr. Micciche held positions as Vice President of North America for The ASK Group and was President of Cognos Corporation. Mr. Nicholas is currently the President of Integrated Consulting Services, Inc., based in Pennsylvania. ICS specializes in providing clients tailored solutions to complex problems in audit, tax and information technology. Prior to founding ICS, Mr. Nicholas was senior partner at Ernst & Young (E&Y), running E&Y's Northeast IT consulting practice. "We are pleased that this stage of the Company's turn around effort is complete," said Scott Broomfield, Centura's CEO. "We can now devote 100% of our efforts to strategic opportunities and execution of our business plan. In 1998, we are looking forward to continuing to provide our customers with new and innovative products and improved services." Centura recently reported fourth quarter 1997 operating income of $2.3 million (excluding one time restructuring charges of $0.5 million), or 15.7% of $14.5 million in net revenue. Net income was $1 million, or $0.06 per share on a fully diluted basis. Revenue for 1997 was $57.9 million with a net loss of $0.6 million, or $(0.04) per share on a fully diluted basis. ABOUT CENTURA SOFTWARE CORPORATION Centura Software Corporation, founded as Gupta Corporation in 1984, was first software developer to create a client/server fully relational DBMS for the personal computer. Its product lineup includes the award winning SQLBase embedded database, highly productive business application development tools and an array of exciting Internet and connectivity products. Centura has 26 offices around the world, supporting thousands of developers who embed its tools in applications used by more than 1 million end users. The Company's client/server products are Web capable and mobile ready. Centura's new products are Year 2000 compliant. Centura's current worldwide customers include Deutsche Bank, Pemex, UPS, Mitsubishi, ADP, Chase Manhattan, Ford, Softbank, Xerox and Seimans-Nixdorf. Further information on Centura Software can be obtained by accessing the Company's Web site at www.centurasoft.com. ------------------- Except for the historical information contained herein, the matters discussed in this news release are forward looking statements that involve risks and uncertainties, including the timely shipments of products, the effect of competitive pressures and the other risks detailed from time to time in the Company's SEC reports, including the Annual Report on Form 10-K for the fiscal year ended December 31, 1996, the Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1997 and the Company's earnings press release dated February 10, 1998, reporting its financial results for the year ended December 31, 1997. For more information: Centura Software Corporation Miller Shandwick Technologies Scott Broomfield Richard Burger Chief Executive Officer Account Supervisor 650/596-3400 650-962-9550 www.centurasoft.com rburger@miller.shandwick.com -6- EX-99.7 3 EXHIBIT 99.7 EXHIBIT 99.7 ------------ "CENTURA/GUPTA ANNOUNCES MAJOR INVESTMENT AND COMPLETION OF ITS BALANCE SHEET RECAPITALIZATION" COMPANY WILL REMOVE COMPUTER ASSOCIATES DEBT FROM ITS CAPITAL STRUCTURE, CONVERT $12.2 MILLION DEBT TO EQUITY AND COMPLETE A MANAGEMENT LED PRIVATE PLACEMENT OF COMMON STOCK FOR UP TO $2.3 MILLION. REDWOOD SHORES, CA. -- (BUSINESS WIRE) -- FEBRUARY 18, 1998 -- Centura Software Corporation (NASDAQ: CNTRC / formerly Gupta Corporation) (the "Company") announced today that it has entered into definitive agreements with Computer Associates International ("CA") and a group of investors to further the balance sheet recapitalization of the Company. Upon closing, scheduled for February 27, 1998, the Company expects to meet or exceed the NASDAQ SmallCap continued listing requirement of $2 million minimum net tangible assets. The Company negotiated an agreement whereby Crossroads Capital Partners LLC. ("Crossroads") will purchase the CA debt, originally issued by the Company to CA in the principal amount of $10 million, plus accrued interest of approximately $2.2 million. Crossroads will convert all the debt into common stock of the Company immediately after the purchase. Concurrently with the purchase and sale of the debt, the Company will issue to CA a 5 year warrant to purchase 500,000 shares of common stock at an exercise price of $1.906 per share. In addition, the Company is undertaking a private placement of up to $2.3 million of its common stock to certain investors; of this, approximately $1 million will be from the current senior management group, with 25 percent warrant coverage. Completion of this private placement transaction, also scheduled to close on February 27, 1998, will complete the recapitalization of the Company. "Delivering these investments and resolving the Company's liquidity and equity issues enable the business to move forward, unencumbered by financial viability concerns," said Scott Broomfield, Centura's CEO. "I have known the people at Crossroads for a number of years. They were able to move very fast, and I could not be more pleased that they will be investing in our Company. When we close next week, we will have nearly a quarter's worth of cash on hand and significant positive net worth. We believe that this investment, by lifting a dark cloud of uncertainty over its future, significantly increases the value of Centura. This recapitalization, along with our record operating profit for the 4th Quarter of 1997, is Centura's springboard into 1998." James A. Skelton, Principal with Crossroads Capital Partners LLC commented, " We know the new management team and have a high regard for their turnaround skills, which are particularly strong in the technology industry. We are very pleased to invest in parallel with their effort to turnaround the Company. Our due diligence effort and independent assessments confirmed the strategic vision of the new management team at Centura. We believe this is an attractive investment opportunity." Centura recently reported a 4th Quarter 1997 pre-restructuring operating income of $2.3 million, or 15.7% of net revenue. Net income was $1 million, or $0.06 per share on a fully diluted basis. Revenue for 1997 was $57.9 million and a net loss for 1997 of $0.6 million, or $(0.04) per share on a fully diluted basis. ABOUT CENTURA SOFTWARE Since its inception in 1984, Centura has enjoyed a rich history of innovation, creating the first client/server RDBMS for PCs. Its current product lineup includes an embedded database, SQLBASE, application development tools, SQL WINDOWS, CENTURA TEAM DEVELOPER, and Internet and connectivity products, CENTURA WEB DEVELOPER, NET.DB PUBLISH (FORMERLY QUEST/WEB) and SQL HOST. Today, Centura has 26 offices around the world and supports hundreds of developers who embed our tools in applications used by more than 1 million end users. Centura is positioning its client/server products to be Web capable and Mobile ready. Centura products are all Year 2000 compliant. Except for the historical information contained herein, the matters discussed in this news release are forward looking statements that involve risks and uncertainties, including the timely shipments of products, the effect of competitive pressures and the other risks detailed from time to time in the Company's SEC reports, including the Annual Report on Form 10-K for the fiscal year ended December 31, 1996, the Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1997 and the earnings press release for December 31, 1997. For more information: Centura Software Corporation Miller Shandwick Technologies Scott Broomfield Richard Burger Chief Executive Officer Account Supervisor 650/596-3400 650-962-9550 www.centurasoft.com rburger@miller.shandwick.com -8- EX-99.8 4 EXHIBIT 99.8 CENTURA SOFTWARE CORPORATION Condensed Consolidated Balance Sheet (IN THOUSANDS)
JANUARY 31 JANUARY 31 NOTE PRIVATE 1998 1998 CONVERSION(1) PLACEMENT PRO FORMA (UNAUDITED) (UNAUDITED) ASSETS Cash & cash equivalents 3,587 1,870 5,457 Accounts receivable, net 10,561 10,561 Other current assets 2,941 2,941 --------------------------------------------------- Total current assets 17,089 -- 1,870 18,959 Other assets, non current 8,714 8,714 --------------------------------------------------- Total assets 25,803 -- 1,870 27,673 --------------------------------------------------- --------------------------------------------------- LIABILITIES AND SHAREHOLDERS' DEFICIT Current portion of long-term debt 12,182 (12,182) -- Accounts payable and accrued liabilities 9,499 9,499 Deferred revenue 12,921 12,921 -------------------------------------------------- Total current liabilities 34,602 (12,182) -- 22,420 Long-term debt, less current portion -- Other long-term liabilities 856 856 --------------------------------------------------- Total liabilities 35,458 (12,182) -- 23,276 Shareholder's Equity/(Deficit) (9,655) 12,182 1,870 4,397 --------------------------------------------------- Total liabilities and shareholder's deficit 25,803 -- 1,870 27,673 --------------------------------------------------- ---------------------------------------------------
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