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
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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
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John Bowman
Vice President of Finance and Administration
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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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
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