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-