Well, looks like they will stick around on NAZ for a while. Also, may be CA will be able to raise their bid for CSC by a dime or so. I have my sell order for 1-3/4 for tomorrow. See what happens.
Regards,
JK
PS. Looks like other regulars have joined Leo's scouts.<g>
---------------------------------------------------------------
Company Press Release
Centura/Gupta Announces Major Investment And Completion of Its Balance
Sheet Recapitalization
REDWOOD SHORES, Calif.--(BUSINESS WIRE)--Feb. 19, 1998--
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.
Centura Software Corp. (NASDAQ:CNTRC - news; formerly Gupta Corp.)(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 Feb. 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 Feb. 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, Centura net.DBpublish
(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 Dec. 31, 1996, the
Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30
and Sept. 30, 1997 and the earnings press release for Dec. 31, 1997.
------------------------------------------------------------------------
Contact:
Centura Software Corp.
Scott Broomfield, 650/596-3400
www.centurasoft.com
or
Miller Shandwick Technologies
Richard Burger, 650/962-9550
rburger@miller.shandwick.com |
