www.EXFILE.com -- 13885 -- CENTRA SOFTWARE, INC. -- FORM 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): October
5, 2005
CENTRA
SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
|
000-27861
(Commission
File Number)
|
04-3268918
(IRS
Employer Identification No.)
|
430
Bedford Street
Lexington, MA 02420
(Address
of principal executive offices)
Registrant’s
telephone number: (781)
861-7000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01
Amendment of a Material Definitive Agreement.
On October 5, 2005, the board of directors of Centra Software, Inc. and American
Stock Transfer and Trust Company entered into an amendment to the Rights
Agreement dated April 19, 2002. The effect of the amendment is to exclude from
the scope of the Rights Agreement the transaction described in the Agreement and
Plan of Reorganization entered into among Centra, Saba Software, Inc. and two
wholly-owned subsidiaries of Saba on October 5, 2005 (the Merger
Agreement), with the effect that none of the transactions contemplated by
the Merger Agreement will trigger any rights under, or otherwise be affected by,
the Rights Agreement.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
Number
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|
Title
|
|
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99.1
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Amendment No. 1 to Rights Agreement, dated October 5, 2005, by and between Centra Software, Inc. and American Stock Transfer and Trust Company
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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.
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|
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CENTRA
SOFTWARE, INC.
|
|
|
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Dated:
October 11, 2005 |
By: |
/s/ Leon
Navickas |
|
Name:
Leon Navickas
|
|
Chief Executive Officer |