sv8
As filed with the Securities and Exchange Commission on February 1, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Oracle Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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54-2185193
(I.R.S. Employer
Identification No.) |
500 Oracle Parkway
Redwood City, California 94065
(Address, Including Zip Code, of Registrants Principal Executive Offices)
Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan
Oracle Corporation Amended and Restated 1993 Directors Stock Plan
Oracle Corporation 1991 Long-Term Incentive Plan, as amended
Oracle Corporation Employee Stock Purchase Plan (1992), as amended and restated
ProfitLogic, Inc. Second Amended and Restated 1999 Stock Incentive Plan, as amended
Peoplesoft, Inc. Amended and Restated 1989 Stock Plan
Peoplesoft, Inc. 2001 Stock Plan
Peoplesoft, Inc. 2000 Nonstatutory Stock Option Plan
Peoplesoft, Inc. 1992 Directors Stock Option Plan
Peoplesoft, Inc. 2003 Directors Stock Plan
Intrepid Systems, Inc. 1992 Stock Option Plan
J.D. Edwards & Company 1992 Incentive Stock Option Plan
J.D. Edwards & Company 1992 Nonqualified Stock Option Plan
J.D. Edwards & Company 1997 Equity Incentive Plan
J.D. Edwards & Company 2003 Equity Incentive Plan
Red Pepper Software Company 1993 Stock Option Plan
Skillsvillage 1999 Stock Plan
Teamscape Corporation 1998 Stock Plan
Trimark Technologies, Inc. 1993 Stock Option Plan
The Vantive Corporation Amended And Restated 1991 Stock Option Plan
The Vantive Corporation 1997 Nonstatutory Stock Option Plan
Oracle Corporation 1993 Deferred Compensation Plan
Oracle Corporation 401(k) Savings and Investment Plan
(Full Title of the Plan)
Daniel Cooperman
Senior Vice President, General Counsel & Secretary
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(650) 506-7000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
copies to:
William Aaronson, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
Telephone: (650) 752-2000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities |
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Amount To Be |
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Offering Price |
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Aggregate Offering |
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Amount Of |
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To Be Registered |
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Registered (1)(2)(3) |
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Per Share |
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Price |
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Registration Fee |
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Common Stock, par value $0.01 per share (1)
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511,431,690 |
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$12.46(4) |
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$6,372,438,857 |
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$681,851 |
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463,157,362 |
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$12.14(5) |
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$5,622,730,375 |
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$601,632 |
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Deferred Compensation Obligations(6) |
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$140,000,000 |
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100% |
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$140,000,000(6) |
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$14,980 |
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TOTAL |
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$1,298,463 |
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(1) This registration statement (the Registration Statement) registers the issuance of an
aggregate of 974,589,052 shares of the common stock of Oracle Corporation (the Registrant), par value
$0.01 (the Common Stock), of which 594,624,624 shares are issuable pursuant to the Oracle Corporation
Amended and Restated 2000 Long-Term Equity Incentive Plan;
6,807,932 shares are issuable pursuant to
the Oracle Corporation Amended and Restated 1993 Directors
Stock Plan; 206,708,982 shares are issuable
pursuant to options outstanding under the Oracle Corporation 1991 Long-Term Incentive Plan, as
amended; 89,158,006 shares are issuable pursuant to the Oracle Corporation Employee Stock Purchase
Plan (1992), as amended and restated; 47,289,508 shares are issuable pursuant to outstanding options
assumed in connection with certain acquisitions; and 30,000,000 shares are issuable pursuant to the
Oracle Corporation 401(k) Savings and Investment Plan (the
Savings Plan). Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the Savings Plan.
(2) Includes rights (Rights) issuable pursuant to the Stockholder Rights Plan dated December 3, 1990, as amended on January 24, 1994, March 31, 1998 and
March 22, 1999.
(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers an indeterminate number of additional shares that may be offered
or issued pursuant to the Plans (as defined below) as a result of stock splits, stock dividends or
similar transactions.
(4) Computed solely for the purpose of calculating the registration fee pursuant to Rules 457(c)
and 457(h) under the Securities Act on the basis of the average of the high and low sale prices of
the common stock as reported on the Nasdaq National Market on January 27, 2006.
(5) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act on the basis of the weighted average exercise price of options
outstanding.
(6) The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay
deferred compensation in the future in accordance with the terms of the Oracle Corporation 1993
Deferred Compensation Plan, as amended. The proposed maximum offering price of the obligations
thereunder is estimated solely for the purpose of determining the registration fee.
TABLE OF CONTENTS
EXPLANATORY NOTE
As a result of the consummation on January 31, 2006 of the transactions contemplated by the
Agreement and Plan of Merger dated as of September 12, 2005 (the Merger Agreement), by and among
Oracle Systems Corporation, formerly known as Oracle Corporation (Oracle Systems), Siebel
Systems, Inc. (Siebel Systems), the Registrant (formerly known as Ozark Holding Inc.), Ozark
Merger Sub Inc., and Sierra Merger Sub Inc., the Registrant assumed the obligations (including
outstanding equity awards) under the plans set forth on the cover page hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the Commission)
are incorporated herein by reference:
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1. |
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Oracle Systems Annual Report on Form 10-K/A for the fiscal year ended May 31,
2005, filed by Oracle Systems pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and filed by the Registrant as
Annex D to Registrants registration statement on Form S-4 (Reg. No. 333-129139), as
amended, filed on December 29, 2005. |
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2. |
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Oracle Systems Quarterly Report on Form 10-Q/A for the fiscal quarter ended
August 31, 2005, filed by Oracle Systems with the Commission pursuant to Section 13 of
the Exchange Act and filed by the Registrant with the Commission on December 29, 2005
as Annex E to Registrants registration statement on Form S-4 (Reg. No. 333-129139), as
amended. |
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3. |
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Oracle Systems Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 2005, filed by Oracle Systems with the Commission pursuant to Section 13
of the Exchange Act and filed by the Registrant with the Commission on January 18, 2006
as part of Registrants registration statement on Form S-4 (Reg. No. 333-129139), as
amended, pursuant to Rule 424(b)(3). |
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4. |
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Oracle Systems Current Reports on Form 8-K filed with the Commission on June
27, 2005, August 8, 2005, August 30, 2005, September 9, 2005, September 12, 2005,
September 15, 2005, October 13, 2005, November 3, 2005, November 9, 2005, November 14,
2005, January 11, 2006, January 17, 2006, January 20,
2006, and January 31, 2006, pursuant to Section 13
of the Exchange Act. |
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5. |
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The description of the Registrants Common Stock included in the Registrants
registration statement on pages 101 through 102 of Form S-4, as amended (Reg. No.
333-129139), filed with the Commission on December 29, 2005, and the description of the Rights included in the registration statements of Oracle Systems on
Form 8-A (as amended) filed on December 10, 1990, January 24, 1994, March 31, 1998 and March 22,
1999, including any amendments or reports filed for the purpose of updating such
descriptions. |
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Christopher Ing, who is issuing the opinion of the Registrants Legal Department on the
legality of the Registrants Common Stock offered hereby, is a senior corporate counsel to the Registrant
and holds Common Stock of and employee stock options to purchase Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrants
Restated Certificate of Incorporation includes a provision that eliminates the personal liability
of each of its directors for monetary damages for breach of such directors fiduciary duty as a
director, except for liability: (a) for any breach of the directors duty of loyalty to the
Registrant or its stockholders; (b) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (c) under Section 174 of the Delaware
General Corporation Law; or (d) for any transaction from which the director derived an improper
personal benefit. The directors liability will be further limited to the extent permitted by any
future amendments to the Delaware General Corporation Law authorizing the further limitation or
elimination of the liability of directors. In addition, as permitted by Section 145 of the Delaware
General Corporation Law, the Bylaws of the Registrant provide that: (i) the Registrant is required
to indemnify its directors, officers and employees, and persons serving in such capacities in other
business enterprises (including, for example, subsidiaries of the Registrant) at the Registrants
request, to the fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the Registrant is required to advance
expenses, as incurred, to such directors, officers and employees in connection with defending a
proceeding (except that it is not required to advance expenses to a person against whom the
Registrant brings a claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of the law or deriving an improper personal benefit);
(iii) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to
enter into indemnification agreements with such directors, officers and employees; (iv) the
Registrant is required to maintain director and officer liability insurance to the extent it
determines that such insurance is reasonably available; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such directors, officers and
employees.
The Registrant has entered into indemnification agreements with its directors and officers
containing provisions which provide for the indemnification of such director or officer, as
applicable, to the fullest extent permitted by Delaware law.
The indemnification provisions in the Bylaws, and any indemnification agreements entered into
between the Registrant and its directors or officers, may be sufficiently broad to permit
indemnification of the Registrants directors and officers for liabilities arising under the
Securities Act.
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Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit No. |
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Description |
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4.1
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Amended and Restated Preferred Shares Rights Agreement, dated March 31, 1998 (incorporated by
reference to Oracle Systems Form 8-A/A filed on March 31, 1998) |
4.2
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Amendment Number One to the Amended and Restated Preferred Shares Rights Agreement, dated
March 22, 1999 (incorporated by reference to Oracle Systems Form 8-A/A filed on March 22,
1999) |
5.1
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Opinion of Counsel |
23.1
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Consent of Counsel (included in Exhibit 5.1) |
23.2
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Consent of Independent Registered Public Accounting Firm |
24.1
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Power of Attorney (included on Signature page hereto) |
In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of
Regulation S-K, the undersigned registrant hereby undertakes that it will submit or has submitted
the Savings Plan and any amendment thereto to the Internal Revenue Service (IRS) and
has made or will make all changes required by the IRS in order to qualify the Savings Plan under Section
401 of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made pursuant to this
Registration Statement, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of
this Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which is
registered) and any deviation from the low or high end of the estimated maximum range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in Calculation of Registration Fee table in the effective
registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(3) to remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the provisions
described under Item 6Indemnification of Directors and Officers, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on
this 31st day of January, 2006.
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ORACLE CORPORATION
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By: |
/s/ Daniel Cooperman
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Name: |
/s/ Daniel Cooperman |
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Title: |
Senior Vice President, General Counsel and
Secretary |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Safra A. Catz, Jennifer L. Minton and Daniel Cooperman, and each of them, as his or
her attorney-in-fact, with full power of substitution in each, for him or her in any and all
capacities, to sign any amendments to this registration statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Lawrence J. Ellison
Lawrence J. Ellison
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Chief Executive Officer and Director
(Principal Executive Officer)
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January 31, 2006 |
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/s/ Safra A. Catz
Safra A. Catz
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President and Chief Financial
Officer and Director
(Principal Financial Officer)
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January 31, 2006 |
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/s/ Jennifer L. Minton
Jennifer L. Minton
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Senior Vice President, Finance and
Operations and Chief Accounting
Officer
(Principal Accounting Officer)
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January 31, 2006 |
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/s/ Jeffrey O. Henley
Jeffrey O. Henley
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Chairman of the Board of Directors
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January 31, 2006 |
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/s/ Jeffrey Berg
Jeffrey Berg
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Director
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January 31, 2006 |
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Signature |
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Title |
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Date |
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/s/ H. Raymond Bingham
H. Raymond Bingham
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Director
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January 31, 2006 |
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/s/ Michael J. Boskin
Michael J. Boskin
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Director
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January 31, 2006 |
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/s/ Hector Garcia-Molina
Hector Garcia-Molina
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Director
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January 31, 2006 |
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/s/ Joseph A. Grundfest
Joseph A. Grundfest
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Director
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January 31, 2006 |
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/s/ Jack F. Kemp
Jack F. Kemp
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Director
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January 31, 2006 |
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/s/ Donald L. Lucas
Donald L. Lucas
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Director
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January 31, 2006 |
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Director
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/s/ Naomi O. Seligman
Naomi O. Seligman
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Director
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January 31, 2006 |
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7
Exhibit Index
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Exhibit No. |
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Description |
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4.1
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Amended and Restated Preferred Shares Rights Agreement, dated March 31, 1998 (incorporated by
reference to Oracle Systems Form 8-A/A filed on March 31, 1998) |
4.2
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Amendment Number One to the Amended and Restated Preferred Shares Rights Agreement, dated
March 22, 1999 (incorporated by reference to Oracle Systems Form 8-A/A filed on March 22,
1999) |
5.1
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Opinion of Counsel |
23.1
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Consent of Counsel (included in Exhibit 5.1) |
23.2
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Consent of Independent Registered Public Accounting Firm |
24.1
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Power of Attorney (included on Signature page hereto) |